[gentoo-nfp] 2021 Trustees election

[gentoo-nfp] 2021 Trustees election

[Alec Warner]

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Greetings members and the Gentoo Community.

The 2021 election for the Gentoo Foundation board of trustees is coming up.
Anyone who is a Foundation Member as of July 1, 2021; is eligible to vote.

The nomination period is July 1 - 15 2021.
The voting period is July 18 - Aug 18.

The Annual General Meeting (AGM) is 8/23 at 0100 UTC on #gentoo-trustees on
Libera Chat.

The board has 5 members; robbat2, myself, and alicef retire by rotation
this election.

-A

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Re: [gentoo-nfp] 2021 Trustees election

[Ulrich Mueller]

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>>>>> On Mon, 28 Jun 2021, Alec Warner wrote:

> The 2021 election for the Gentoo Foundation board of trustees is coming up.
> Anyone who is a Foundation Member as of July 1, 2021; is eligible to vote.

> The nomination period is July 1 - 15 2021.

I'd like to nominate antarus and robbat2.

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Re: [gentoo-nfp] 2021 Trustees election

[Alec Warner]

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I accept.

Admittedly I don't have much of a platform these days:

(0) Continue operation of the Foundation; so that means retaining the CPA,
helping robbat2 with the books (I should be doing more here admittedly),
renewing the Foundations New Mexico Status, and ensuring our taxes are
filed and paid when we have tax due (in Fiscal 2020 we took a loss, so
owned none.)
(1) Voting on any items raised by members (membership requests, funding
requests, etc.) I think the big miss this year was the openssl bug that I
lost track of and Robin picked up (as always, thanks Robin!)
(2) Restructuring our donations (perhaps limiting them to our recurring
expenses or diverting them to the OSL or other in-kind sponsors.)
(3) Engaging the council more directly in budget decisions where we prepare
the books but seek council approval as well as board approval.

This year we streamlined operations (getting rid of monthly meetings in
favor of bugs, doing more work over email, etc.) This has helped me budget
time more effectively and try to devote time to items that matter; I felt
like the 1 hour monthly meetings were low-value and mostly resulted in
discussion that went nowhere. If we are going to admittedly do very little,
we might as well not spend 10 extra hours discussing the stuff we are not
doing. I feel better about foundation operations in light of the
streamlining as it takes less effort to operate the Foundation in this mode
and this was one concern I had had in years past in terms of staying on and
doing 0 and 1 above. Admittedly these activities keep the scope of the
Foundation small but in my estimation this is desired currently.

Other folks have raised dissolution as a desired outcome, however I'm of
the opinion that there is no real consensus on what that would look like
practically. I think part of my item 3 is to try to practically drive that
(where Gentoo Foundation is the holding company and we liaison with the
council to actually raise and dispense money.)

-A



On Tue, Jul 6, 2021 at 6:54 AM Ulrich Mueller <ulm@gentoo.org> wrote:

> >>>>> On Mon, 28 Jun 2021, Alec Warner wrote:
>
> > The 2021 election for the Gentoo Foundation board of trustees is coming
> up.
> > Anyone who is a Foundation Member as of July 1, 2021; is eligible to
> vote.
>
> > The nomination period is July 1 - 15 2021.
>
> I'd like to nominate antarus and robbat2.
>

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Re: [gentoo-nfp] 2021 Trustees election

[Alice]

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On 6/28/21 12:11 PM, Alec Warner wrote:
> Greetings members and the Gentoo Community.
> 
> The 2021 election for the Gentoo Foundation board of trustees is coming 
> up. Anyone who is a Foundation Member as of July 1, 2021; is eligible to 
> vote.
> 
> The nomination period is July 1 - 15 2021.
> The voting period is July 18 - Aug 18.
> 
> The Annual General Meeting (AGM) is 8/23 at 0100 UTC on #gentoo-trustees 
> on Libera Chat.
> 
> The board has 5 members; robbat2, myself, and alicef retire by rotation 
> this election.
> 
> -A

I nominate myself for the election.
As I'm helping and willing to continue to help with the trustee duty and 
to the trustee transition.


Thanks,
Alice

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Re: [gentoo-nfp] 2021 Trustees election

[Andreas K. Huettel]

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Am Montag, 28. Juni 2021, 05:11:29 CEST schrieb Alec Warner:
> Greetings members and the Gentoo Community.
> 
> The 2021 election for the Gentoo Foundation board of trustees is coming up.
> Anyone who is a Foundation Member as of July 1, 2021; is eligible to vote.
> 
> The nomination period is July 1 - 15 2021.

I'd like to nominate asturm, floppym, gokturk, and graaff.

-- 
Andreas K. Hüttel
dilfridge@gentoo.org
Gentoo Linux developer
(council, toolchain, base-system, perl, libreoffice)

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Re: [gentoo-nfp] 2021 Trustees election

[Mike Gilbert]

On Tue, Jul 6, 2021 at 3:27 PM Andreas K. Huettel <dilfridge@gentoo.org> wrote:
>
> Am Montag, 28. Juni 2021, 05:11:29 CEST schrieb Alec Warner:
> > Greetings members and the Gentoo Community.
> >
> > The 2021 election for the Gentoo Foundation board of trustees is coming up.
> > Anyone who is a Foundation Member as of July 1, 2021; is eligible to vote.
> >
> > The nomination period is July 1 - 15 2021.
>
> I'd like to nominate asturm, floppym, gokturk, and graaff.

Thanks, but I decline.

Re: [gentoo-nfp] 2021 Trustees election

[Aaron Bauman]

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On Sun, Jun 27, 2021 at 08:11:29PM -0700, Alec Warner wrote:
> Greetings members and the Gentoo Community.
> 
> The 2021 election for the Gentoo Foundation board of trustees is coming up.
> Anyone who is a Foundation Member as of July 1, 2021; is eligible to vote.
> 
> The nomination period is July 1 - 15 2021.
> The voting period is July 18 - Aug 18.
> 
> The Annual General Meeting (AGM) is 8/23 at 0100 UTC on #gentoo-trustees on
> Libera Chat.
> 
> The board has 5 members; robbat2, myself, and alicef retire by rotation
> this election.
> 
> -A

I would like to nominate:

dilfridge
mgorny
rich0
soap
ulm
williamh
zmedico

-Aaron

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Re: [gentoo-project] Re: [gentoo-nfp] 2021 Trustees election

[Michał Górny]

On Tue, 2021-07-06 at 17:29 -0400, Aaron Bauman wrote:
> On Sun, Jun 27, 2021 at 08:11:29PM -0700, Alec Warner wrote:
> > Greetings members and the Gentoo Community.
> > 
> > The 2021 election for the Gentoo Foundation board of trustees is coming up.
> > Anyone who is a Foundation Member as of July 1, 2021; is eligible to vote.
> > 
> > The nomination period is July 1 - 15 2021.
> > The voting period is July 18 - Aug 18.
> > 
> > The Annual General Meeting (AGM) is 8/23 at 0100 UTC on #gentoo-trustees on
> > Libera Chat.
> > 
> > The board has 5 members; robbat2, myself, and alicef retire by rotation
> > this election.
> > 
> > -A
> 
> I would like to nominate:
> 
> mgorny

Thank you for the nomination but I'm going to decline.  I'd like to
focus on Council duties this year.

-- 
Best regards,
Michał Górny

Re: [gentoo-project] Re: [gentoo-nfp] 2021 Trustees election

[Michał Górny]

On Tue, 2021-07-06 at 14:57 -0700, Matt Turner wrote:
> On Tue, Jul 6, 2021 at 2:32 PM Michał Górny <mgorny@gentoo.org> wrote:
> > 
> > On Tue, 2021-07-06 at 17:29 -0400, Aaron Bauman wrote:
> > > On Sun, Jun 27, 2021 at 08:11:29PM -0700, Alec Warner wrote:
> > > > Greetings members and the Gentoo Community.
> > > > 
> > > > The 2021 election for the Gentoo Foundation board of trustees is coming up.
> > > > Anyone who is a Foundation Member as of July 1, 2021; is eligible to vote.
> > > > 
> > > > The nomination period is July 1 - 15 2021.
> > > > The voting period is July 18 - Aug 18.
> > > > 
> > > > The Annual General Meeting (AGM) is 8/23 at 0100 UTC on #gentoo-trustees on
> > > > Libera Chat.
> > > > 
> > > > The board has 5 members; robbat2, myself, and alicef retire by rotation
> > > > this election.
> > > > 
> > > > -A
> > > 
> > > I would like to nominate:
> > > 
> > > mgorny
> > 
> > Thank you for the nomination but I'm going to decline.  I'd like to
> > focus on Council duties this year.
> 
> As far as I can tell, you're the only one who has done anything
> concrete towards merging the Gentoo Foundation into an umbrella
> organization :(

Robin did more than I could ever do.  I have merely written a few mails
and discussed some basics.  I'm not really competent to deal with all
the paperwork that needs to be done for that to happen.

That said, merging into an umbrella implies Council taking over
Foundation duties.  This is one reason that I believe it's more
important to invest my time into the Council, so that we're ready to
take over if that ever happens.

-- 
Best regards,
Michał Górny

Re: [gentoo-project] Re: [gentoo-nfp] 2021 Trustees election

[Aaron Bauman]

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On Tue, Jul 06, 2021 at 02:57:38PM -0700, Matt Turner wrote:
> On Tue, Jul 6, 2021 at 2:32 PM Micha?? Górny <mgorny@gentoo.org> wrote:
> >
> > On Tue, 2021-07-06 at 17:29 -0400, Aaron Bauman wrote:
> > > On Sun, Jun 27, 2021 at 08:11:29PM -0700, Alec Warner wrote:
> > > > Greetings members and the Gentoo Community.
> > > >
> > > > The 2021 election for the Gentoo Foundation board of trustees is coming up.
> > > > Anyone who is a Foundation Member as of July 1, 2021; is eligible to vote.
> > > >
> > > > The nomination period is July 1 - 15 2021.
> > > > The voting period is July 18 - Aug 18.
> > > >
> > > > The Annual General Meeting (AGM) is 8/23 at 0100 UTC on #gentoo-trustees on
> > > > Libera Chat.
> > > >
> > > > The board has 5 members; robbat2, myself, and alicef retire by rotation
> > > > this election.
> > > >
> > > > -A
> > >
> > > I would like to nominate:
> > >
> > > mgorny
> >
> > Thank you for the nomination but I'm going to decline.  I'd like to
> > focus on Council duties this year.
> 
> As far as I can tell, you're the only one who has done anything
> concrete towards merging the Gentoo Foundation into an umbrella
> organization :(

I explained this to you on IRC, Matt. I even asked what information may
be lacking, what the Foundation could do to improve communications, and
pointed you to the documentation for all things umbrella related and
finances.

Yet, here you are publically tossing out false information based on
your imperfect perception. 

It seems Micha¿ has clarified this in a follow-up email. It has been a
supporting cast of people (mainly Robin) who have headed this up. Many
thanks to Micha¿ for his volunteering efforts in contacting the
umbrellas.

-Aaron

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Re: [gentoo-project] Re: [gentoo-nfp] 2021 Trustees election

[Aaron Bauman]

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On Tue, Jul 06, 2021 at 06:12:42PM -0700, Matt Turner wrote:
> On Tue, Jul 6, 2021 at 3:27 PM Aaron Bauman <bman@gentoo.org> wrote:
> >
> > On Tue, Jul 06, 2021 at 02:57:38PM -0700, Matt Turner wrote:
> > > On Tue, Jul 6, 2021 at 2:32 PM Micha?? Górny <mgorny@gentoo.org> wrote:

<snip>

> In fact you didn't, and that is not the perception I was left with
> from our conversation. I suggest that you reread our conversation,
> because I don't think you have an accurate memory of it.
> 
> 18:25 <@   mattst88> | I'm also disappointed that some Trustees that
> were elected on a platform of merging the Foundation into an
> umbrella... don't seem to have done anything towards that goal
> 18:25 <FreedomBear> | mattst88: It is a long process...
> 18:25 <FreedomBear> | mattst88: of course, I think some opinions have changed :)
> 18:26 <@   mattst88> | It is, but I see mgorny (not a Trustee)
> reaching out to umbrella orgs, not Trustees
> 18:26 <FreedomBear> | mattst88: he requested to do so and it was
> approved by the trustees.
> 18:26 <@   mattst88> | I think he took the initiative because it
> wasn't happening otherwise
> 18:26 <@FreedomBear> | Fair enough.
>

There was much more to the conversation than just this. Please don't
pick and choose what you present.

> Obviously the financial work Robin has done is valuable and necessary
> if we're to merge into an umbrella organization. I was not referring
> to him when I wrote the first line in that snippet.
>

The entire year was focused on righting taxes. This was clearly
communicated through several bugs, emails (from the Foundation
president), #gentoo-trustees, and -nfp mails. There are some emails
which go to trustees@ but these are not public and are communications
with the tax people.

> At no point in the conversation did you give an HTTP link. You said
> basically: it's on the Wiki and Bugzilla. Before today, there were
> only two minor edits to
> https://wiki.gentoo.org/index.php?title=Foundation:FoundationFutureState
> since September 2020. Is that an accurate picture of the Trustees'
> progress? I have no idea.
>

It is all out there. Go look for it... or ask for a specific link. I did
ask what else could be done to smooth communication. If asked, I would
have provided a direct link.

> There are no non-trivial changes to
> https://wiki.gentoo.org/wiki/Foundation:Main_Page this year. The
> https://wiki.gentoo.org/wiki/Foundation:Main_Page#Board_Minutes
> section ends in 2018 with no explanation as to why.
> 
> The Foundation:Main_Page doesn't even have an accurate "Last elected"
> date for the President.
> 

I think this is accurate as he has served consecutive terms.

> I'm unsure what you find disagreeable about what I said?
>

It is the manner in which you do it. You throw stones instead of asking
questions or requesting information. If you care enough... ask. I was
more than willing to support with my broad offer and request to
facilitate better communications as seen on IRC.

> On IRC I asked how I could follow what the Trustees do, and you said:
> 
> 18:32 <@   mattst88> | right. I meant, is there evidence of activity?
> presumably I can't just add myself to the trustees@ alias, so if I
> wanted to follow along I should... watch bugzilla?
> 18:33 <FreedomBear> | mattst88: bugzilla for sure. Wiki has the
> account information.
> 
> But I'm not sure if Bugzilla contains everything. Presumably not. For
> example, it seems that a Trustee contacted the Linux Foundation in
> February and March [1]. I only learned about that because I saw
> robbat2 ask alicef in #gentoo-dev to summarize it for the Wiki. Robin
> added a bunch of information to that page today, and that's great, but
> probably insufficient as a general strategy for keeping Foundation
> members informed.
> 

So, you would like a better flow of information. That is fair and should
be addressed.

> > Yet, here you are publically tossing out false information based on
> > your imperfect perception.
> 
> It's probably not a great strategy to scold people for not knowing
> what you know, when you're failing to document what you know...
> 

See above.

> Anway, I'm not sure what's false about my statement, but this is kind
> of my point precisely!
> 
> I don't know what the Trustees do. I don't mean in general; I know you
> approve funds, etc. But like, what things have you actually done in
> the last $timeframe?
> 

Do you have some specific question? Do you think we should be doing
other things than what we are tasked with as a Foundation? Do you have a
recommendation?

> The Council has monthly meetings with logs and summaries. Trustees
> have one annual meeting. Obviously the Trustees do things between
> annual meetings. How can anyone stay informed?
> 

This is understandable, they have a need for such things as day-to-day
project requirements drive such meeting frequency. 

Do you think the trustees should meet monthly? We have done this before,
but it was not very productive as most tasks, outside of approving
funds, are longer term.

> Maybe you could just clearly state what you've done towards the goal
> of merging the Foundation into an umbrella org? (I thought that at
> least at one point you were against that, so I'm not even completely
> sure of your position!) Maybe you're all working tirelessly to this
> end, but if you are, I'm almost completely unaware of it, and I don't
> think that's for lack of attention on my part.
> 

I have not done anything to assist in dissolving the Foundation as a
trustee. I don't agree that an umbrella is right for Gentoo. We can
discuss this further on another thread on -nfp if you like. I,
personally, have stated this across many mediums.

The dissolution of the Foundation is what Alec proposed in his trustee
manifesto. 

Aside from this, one critical factor of doing so (as you have noted) is
correcting the taxes which has been completed. This too was communicated
in official letters to -nfp and "President Updates".

-Aaron

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Re: [gentoo-project] Re: [gentoo-nfp] 2021 Trustees election

[Aaron Bauman]

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On Tue, Jul 06, 2021 at 07:51:19PM -0700, Matt Turner wrote:
> On Tue, Jul 6, 2021 at 6:50 PM Aaron Bauman <bman@gentoo.org> wrote:
> >
> > On Tue, Jul 06, 2021 at 06:12:42PM -0700, Matt Turner wrote:
> 
> Yes, I would specifically like some information on the progress and
> next steps towards dissolving the Foundation.
>

As stated, taxes had to be fixed first which was the focus of the
Foundation this past year. Those elected will likely (I can't speak for
everyone) continue to push their agendas this year to dissolve or not.

> 
> So what's happening with the progress of dissolving the Foundation? I
> think it's impossible to tell with the information currently
> available.
>

Maybe Alec (antarus) will answer this as it was his initiative, but his
response will likely be about resolving the tax situation first.
 
> Are you instead interested in the Foundation moving from a 501(c)6 to
> a 501(c)3 so that donations are tax deductible? If so, have you done
> anything to work towards that?
>

We are not a 501(c)6 and never have been. We also have never been a
501(c)3 as the original board members never completed the paperwork.

Yes, I have and continue to advocate for us becoming a 501(c)3. The one
issue we have to overcome is the "public support test" of donations
which can cause issues with the IRS granting such status. This is the
only barrier, IMHO, to keeping the foundation and Gentoo's autonomy
alive.

-Aaron

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Re: [gentoo-project] Re: [gentoo-nfp] 2021 Trustees election

[Michał Górny]

On Wed, 2021-07-07 at 10:26 -0400, Aaron Bauman wrote:
> On Tue, Jul 06, 2021 at 07:51:19PM -0700, Matt Turner wrote:
> > On Tue, Jul 6, 2021 at 6:50 PM Aaron Bauman <bman@gentoo.org> wrote:
> > > 
> > > On Tue, Jul 06, 2021 at 06:12:42PM -0700, Matt Turner wrote:
> > 
> > Yes, I would specifically like some information on the progress and
> > next steps towards dissolving the Foundation.
> > 
> 
> As stated, taxes had to be fixed first which was the focus of the
> Foundation this past year. Those elected will likely (I can't speak for
> everyone) continue to push their agendas this year to dissolve or not.
> 
> > 
> > So what's happening with the progress of dissolving the Foundation? I
> > think it's impossible to tell with the information currently
> > available.
> > 
> 
> Maybe Alec (antarus) will answer this as it was his initiative, but his
> response will likely be about resolving the tax situation first.
>  
> > Are you instead interested in the Foundation moving from a 501(c)6 to
> > a 501(c)3 so that donations are tax deductible? If so, have you done
> > anything to work towards that?
> > 
> 
> We are not a 501(c)6 and never have been. We also have never been a
> 501(c)3 as the original board members never completed the paperwork.
> 
> Yes, I have and continue to advocate for us becoming a 501(c)3. The one
> issue we have to overcome is the "public support test" of donations
> which can cause issues with the IRS granting such status. This is the
> only barrier, IMHO, to keeping the foundation and Gentoo's autonomy
> alive.
> 

You seem to be entirely ignoring the fact that someone actually has to
do the accounting and paperwork.  Just because Robin is spending
the little time he has on it doesn't mean we have to force him into
doing it forever.  And all the research we've done before proves that
there are no other good volunteers capable of doing it, and commercial
accounting services would eat a significant part of Gentoo's donations
(definitely more than what the 'most expensive' umbrellas charge).

-- 
Best regards,
Michał Górny

Re: [gentoo-project] Re: [gentoo-nfp] 2021 Trustees election

[Aaron Bauman]

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On Wed, Jul 07, 2021 at 04:39:20PM +0200, Michał Górny wrote:
> On Wed, 2021-07-07 at 10:26 -0400, Aaron Bauman wrote:
> > 
> You seem to be entirely ignoring the fact that someone actually has to
> do the accounting and paperwork.  Just because Robin is spending
> the little time he has on it doesn't mean we have to force him into
> doing it forever.  And all the research we've done before proves that
> there are no other good volunteers capable of doing it, and commercial
> accounting services would eat a significant part of Gentoo's donations
> (definitely more than what the 'most expensive' umbrellas charge).
> 

I am not ignoring it and I am not implying that Robin continue to do the
work he has been doing. Apologies for the definitive statement of "the
one issue."

Aside from that, I dare say we have explored or engaged with all of the
contractors available to do such work. There are many tax services
available for reasonable prices here in the United States.

Now that taxes are settled, I will begin engaging with contacts I have
to get a quote on services.

-Aaron

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Re: [gentoo-project] Re: [gentoo-nfp] 2021 Trustees election

[Aaron Bauman]

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On Wed, Jul 07, 2021 at 11:05:47AM -0700, Matt Turner wrote:
> On Wed, Jul 7, 2021 at 7:26 AM Aaron Bauman <bman@gentoo.org> wrote:
> > > Are you instead interested in the Foundation moving from a 501(c)6 to
> > > a 501(c)3 so that donations are tax deductible? If so, have you done
> > > anything to work towards that?
> > >
> >
> > We are not a 501(c)6 and never have been. We also have never been a
> > 501(c)3 as the original board members never completed the paperwork.
> 
> This is a pretty great example of the lack of communication I'm talking about.
> 
> If we're not a 501(c)6 and never have been, then what are we and why
> don't you just state that so we're all on the same page?
> 
> According to [1] we seem to be a 501(c)1. According to Funtoo [2] we
> seem to be a 501(c)6. According to Wikipedia [3] we seem to be a
> 501(c)6. This [4] says the Gentoo has never been a 501(c)6 and since
> that's in the foundation namespace, I assume it must be definitive.
>

[1]: AoI do not make us a a 501(c)(1) and that should be corrected. It should
refer to simply 501 or the specific article governing our tax exemption
as incorporated. Which is another can of worms.

[2]: Probably shouldn't care what Funtoo says.

[3]: Don't trust everything you read on the internetz

[4]: "Although it has been a goal for the Foundation to
achieve charitable 501(c)(6) status, the necessary US
Federal paperwork has never been filed as such."

We are not any of these as the paperwork has never been filed. Will
update the Wiki afte deconflicting what is filed with the state. 

For posterity, some have adovocated for 501(c)(6) status which is what
some umbrella orgs use. There are key differences in a 501(c)(3) vs
501(c)(6). We would fit into a 501(c)(3), but as noted there are "public
support" tests which can impact this due to major donations from key
people.

We are incorporated as a non-profit in the state of New Mexico, but this
does not carry any weight with federal.

-Aaron

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Re: [gentoo-project] Re: [gentoo-nfp] 2021 Trustees election

[Alec Warner]

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On Wed, Jul 7, 2021 at 11:06 AM Matt Turner <mattst88@gentoo.org> wrote:

> On Wed, Jul 7, 2021 at 7:26 AM Aaron Bauman <bman@gentoo.org> wrote:
> > > Are you instead interested in the Foundation moving from a 501(c)6 to
> > > a 501(c)3 so that donations are tax deductible? If so, have you done
> > > anything to work towards that?
> > >
> >
> > We are not a 501(c)6 and never have been. We also have never been a
> > 501(c)3 as the original board members never completed the paperwork.
>
> This is a pretty great example of the lack of communication I'm talking
> about.
>
> If we're not a 501(c)6 and never have been, then what are we and why
> don't you just state that so we're all on the same page?
>

We are a New Mexico based non-profit. We have no tax-exempt status.


>
> According to [1] we seem to be a 501(c)1. According to Funtoo [2] we
> seem to be a 501(c)6. According to Wikipedia [3] we seem to be a
> 501(c)6. This [4] says the Gentoo has never been a 501(c)6 and since
> that's in the foundation namespace, I assume it must be definitive.
>

(1) does not say our status, it just says we should operate like such an
organization.
(2) seems wrong
(3) I have edited this.
(4) This PDF is correct, yes.


>
> So there's a *lot* of confusing information out there, and this could
> all be cleared up with some clear statement on the Wiki. As you said,
> it should all be on the Wiki. :)
>
> [1] https://wiki.gentoo.org/wiki/Foundation:Articles_of_Incorporation
> [2] https://www.funtoo.org/Organization:Gentoo_Foundation
> [3] https://en.wikipedia.org/wiki/Gentoo_Linux#History
> [4]
> https://gitweb.gentoo.org/foundation/financials-rfp.git/plain/build/gentoo-foundation-rfp.pdf
>
>

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Re: [gentoo-project] Re: [gentoo-nfp] 2021 Trustees election

[Robin H. Johnson]

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On Wed, Jul 07, 2021 at 11:05:47AM -0700, Matt Turner wrote:
> On Wed, Jul 7, 2021 at 7:26 AM Aaron Bauman <bman@gentoo.org> wrote:
> > > Are you instead interested in the Foundation moving from a 501(c)6 to
> > > a 501(c)3 so that donations are tax deductible? If so, have you done
> > > anything to work towards that?
> > >
> >
> > We are not a 501(c)6 and never have been. We also have never been a
> > 501(c)3 as the original board members never completed the paperwork.
> 
> This is a pretty great example of the lack of communication I'm
> talking about.
Not just lack of communication. Horrible US law as well and people
making assumptions about what a "valid" state is.

> If we're not a 501(c)6 and never have been, then what are we and why
> don't you just state that so we're all on the same page?
Your statement misses some things:
A) If we aren't a 501(c)(6), what are we?
B) What set of rules are we required to operated under?
C) What set of rules are we actually operating under?

Part A was one of the significant questions we asked the CPA based on
the accounting services RFP. And I'm not going to spoil this section
with a TL;DR answer, because I want people to READ the section.

The earliest trustees were intending to file paperwork to become a
*501(c)(6)*, but never completed the paperwork. To the best of my
research, there was no paperwork attempted by the earliest trustees
towards a 501(c)(3).

What follows is my IANAL & IANA(CPA) summary of the IRS "Life Cycle of a
Business League (Trade Association)"
https://www.irs.gov/charities-non-profits/other-non-profits/life-cycle-of-a-business-league-trade-association

A *new* corporation can come into existence (based on filing articles of
incorporation), and state it's INTENT to become a recognized 501(c)(6)
or 501(c)(3).

At that point, in some documentation, it's referred to as an
not-yet-recognized 501(c)(3/6). It does NOT have IRS Determination
Letter yet. Some donors, grantors and others might not yet provide
discounts for tax-exempt organizations. The organization cannot issue 

As a not-yet-recognized 501(c)(3/6):
- "Starting Out": the entity must acts under the set of rules that would applicable to a 501(c)(3/6)
- "Applying to the IRS": files to become a 501(c)(3/6) & waits for the IRS review 

If it doesn't file to become a 501(c)(6), then it's a normal corporation
business in the eyes of the IRS for any filings that are due at that
point.

At the same time, it can be a non-profit corporation recognized by a US
state, which is what we are: recognized by New Mexico as a domestic
non-profit corporation.

> According to [1] we seem to be a 501(c)1.
> [1] https://wiki.gentoo.org/wiki/Foundation:Articles_of_Incorporation
Just because the text "501(c)(1)" occurs in your search doesn't mean you
read what that section says.
https://wiki.gentoo.org/wiki/Foundation:Articles_of_Incorporation#Article_V_-_Restrictions
TL;DR: It says unless we CANNOT do activities that a 501(c)(1) can.
| Notwithstanding any other provision of these articles, the Corporation
| shall not carry on any activities not permitted to be carried on by a
| Corporation exempt from Federal income tax under section 501(c)(1) of
| the internal Revenue Code of 1986 or the corresponding provision of any
| future United States Internal Revenue Law (hereinafter, the "Code").


> According to Funtoo [2] we seem to be a 501(c)6. 
> [2] https://www.funtoo.org/Organization:Gentoo_Foundation

> According to Wikipedia [3] we seem to be a 501(c)6.
> [3] https://en.wikipedia.org/wiki/Gentoo_Linux#History

> This [4] says the Gentoo has never been a 501(c)6 and since
> that's in the foundation namespace, I assume it must be definitive.
> 
> So there's a *lot* of confusing information out there, and this could
> all be cleared up with some clear statement on the Wiki. As you said,
> it should all be on the Wiki. :)
> 
> [4] https://gitweb.gentoo.org/foundation/financials-rfp.git/plain/build/gentoo-foundation-rfp.pdf

So we reach a conclusion:
- we are a corporation
- In New Mexico: bound by the rules of a non-profit corporation
- AND for the IRS: filing & paying taxes as a private corporation
- AND *voluntarily* holding ourselves to the STRICTER rules that a
  501(c)(6) would follow, specifically because that permits future
  transition to a 501(c)(6) status. (see
  https://www.irs.gov/charities-non-profits/other-non-profits/life-cycle-of-a-business-league-trade-association-jeopardizing-exemption)

In some ways, this means right now we're in one of the worst possible
spots in terms of our status: we play by stricter rules than we have to,
and don't get any of the benefits of being a federally recognized
non-profit corporation.

You may find the IRS Exempt Organizations-Technical Instruction Program
for IRC 501(c)(6) Organizations to be of interest.
https://www.irs.gov/pub/irs-tege/eotopick03.pdf

If the Foundation & Council cannot find an Umbrella who is mutually
agreeable to have us as a project, we wind up in some of the other
options of the future state of the Foundation.

The *cheapest* option is to go full-private corporation, but that risks
the takeover concerns and I believe would be in bad faith with the
membership and the larger Gentoo culture.

The most expensive is transferring or forming a new 501(c)(3), with a
501(c)(6) being a middle ground.

-- 
Robin Hugh Johnson
Gentoo Linux: Dev, Infra Lead, Foundation Treasurer
E-Mail   : robbat2@gentoo.org
GnuPG FP : 11ACBA4F 4778E3F6 E4EDF38E B27B944E 34884E85
GnuPG FP : 7D0B3CEB E9B85B1F 825BCECF EE05E6F6 A48F6136

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Re: [gentoo-project] Re: [gentoo-nfp] 2021 Trustees election

[Joonas Niilola]

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On 7.7.2021 0.57, Matt Turner wrote:
> 
> As far as I can tell, you're the only one who has done anything
> concrete towards merging the Gentoo Foundation into an umbrella
> organization :(
> 

Out of curiosity, with an umbrella organization could there be any fear
for a similar takeover that happened with Freenode?

-- juippis


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Re: [gentoo-project] Re: [gentoo-nfp] 2021 Trustees election

[Michał Górny]

On Wed, 2021-07-07 at 07:32 +0300, Joonas Niilola wrote:
> On 7.7.2021 0.57, Matt Turner wrote:
> > 
> > As far as I can tell, you're the only one who has done anything
> > concrete towards merging the Gentoo Foundation into an umbrella
> > organization :(
> > 
> 
> Out of curiosity, with an umbrella organization could there be any fear
> for a similar takeover that happened with Freenode?
> 

There will always be fear.  Technically, we will sign some kind of
agreement with safeguards against that but I'm not convinced we'd be
able to legally pursue them (unless some fancy 'open source' lawyer
volunteers to help us).

That said, it's no different with Gentoo Foundation that isn't legally
obliged to care about Gentoo at all (and have historically refused to
fix that).  I'm not accusing anyone, just saying that technically it is
possible for GF to take full control over Gentoo assets.

Of course, there's a good chance that they 'know better', especially
that the Freenode incident proved that asset ownership is no match for
community.

-- 
Best regards,
Michał Górny

Re: [gentoo-project] Re: [gentoo-nfp] 2021 Trustees election

[Aaron Bauman]

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On Wed, Jul 07, 2021 at 07:32:12AM +0300, Joonas Niilola wrote:
> On 7.7.2021 0.57, Matt Turner wrote:
> > 
> > As far as I can tell, you're the only one who has done anything
> > concrete towards merging the Gentoo Foundation into an umbrella
> > organization :(
> > 
> 
> Out of curiosity, with an umbrella organization could there be any fear
> for a similar takeover that happened with Freenode?
>

There is a possibility of such, but it is highly unlikely.

More realistic/probable concerns are umbrellas enforcing
rules/guidelines/requirements that Gentoo may not agree with. Examples
have been given in the past, but some may be licenses we may not agree
with, social issues (main vs master) that we may not agree with, etc.

Additionally, please keep in mind that having an impact on these
umbrellas generally requires some form of external membership to vote and
have a voice (which may be a neglible representation/impact).

These concerns are some of the reasons I have advocated to keep our
elected foundation representation which comes from our dev population.
History (over the last 2-3 years) shows that such interference with the
project (i.e. council) is nil. We (trustees) simply meet the legal
requirement to have a board, pay the bills, and stay out of the way.

-Aaron

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Re: [gentoo-project] Re: [gentoo-nfp] 2021 Trustees election

[Rich Freeman]

On Wed, Jul 7, 2021 at 10:16 AM Aaron Bauman <bman@gentoo.org> wrote:
>
> On Wed, Jul 07, 2021 at 07:32:12AM +0300, Joonas Niilola wrote:
> >
> > Out of curiosity, with an umbrella organization could there be any fear
> > for a similar takeover that happened with Freenode?
> >
>
> There is a possibility of such, but it is highly unlikely.
>
> More realistic/probable concerns are umbrellas enforcing
> rules/guidelines/requirements that Gentoo may not agree with.

IMO these are effectively the same thing.  When the situation with
Freenode was nothing more than a legal formality nobody cared about
it.  As soon as it starts to have practical impact on how things work
(or is anticipated to), that is when everybody starts getting upset.

I do think some of your examples are the sorts of things that are very
likely to come up based on current trends, and you can use your
imagination to consider others.  Whether these are a concern or not is
going to vary based on individual sentiments.

Either way (umbrella takeover or internal takeover), the "Libera
solution" would still be an option.  This is why I think that the best
defense against hostile takeover is minimizing dependence on lots of
complex infrastructure for core functions.  The less you have to
replace the less painful it is to do.  If ICE or whatever seized
gentoo.org, and our emails all start bouncing and DNS addresses of
servers/etc stop resolving, do enough people know how to find each
other to put the band back together (I'm guessing we wouldn't lose
access to IRC in that case, so probably yes)?

This isn't intended to start a tangent, just to point out that this
legal risk is hard to avoid when your operational and legal orgs are
somewhat disjoint.

-- 
Rich

Re: [gentoo-project] Re: [gentoo-nfp] 2021 Trustees election

[Aaron Bauman]

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On Wed, Jul 07, 2021 at 10:58:31AM -0400, Rich Freeman wrote:
> On Wed, Jul 7, 2021 at 10:16 AM Aaron Bauman <bman@gentoo.org> wrote:
> >
> > On Wed, Jul 07, 2021 at 07:32:12AM +0300, Joonas Niilola wrote:
> > >
> > > Out of curiosity, with an umbrella organization could there be any fear
> > > for a similar takeover that happened with Freenode?
> > >
> >
> > There is a possibility of such, but it is highly unlikely.
> >
> > More realistic/probable concerns are umbrellas enforcing
> > rules/guidelines/requirements that Gentoo may not agree with.
> 
> IMO these are effectively the same thing.  When the situation with
> Freenode was nothing more than a legal formality nobody cared about
> it.  As soon as it starts to have practical impact on how things work
> (or is anticipated to), that is when everybody starts getting upset.
> 
> I do think some of your examples are the sorts of things that are very
> likely to come up based on current trends, and you can use your
> imagination to consider others.  Whether these are a concern or not is
> going to vary based on individual sentiments.
> 
> Either way (umbrella takeover or internal takeover), the "Libera
> solution" would still be an option.  This is why I think that the best
> defense against hostile takeover is minimizing dependence on lots of
> complex infrastructure for core functions.  The less you have to
> replace the less painful it is to do.  If ICE or whatever seized
> gentoo.org, and our emails all start bouncing and DNS addresses of
> servers/etc stop resolving, do enough people know how to find each
> other to put the band back together (I'm guessing we wouldn't lose
> access to IRC in that case, so probably yes)?
>

Good point. I agree this is a viable and smart option to pursue.

> This isn't intended to start a tangent, just to point out that this
> legal risk is hard to avoid when your operational and legal orgs are
> somewhat disjoint.
>

They are disjoint by design and would remain disjoint (internal or
umbrella), hence your decentralization point.

-Aaron

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Re: [gentoo-project] Re: [gentoo-nfp] 2021 Trustees election

[Andreas K. Huettel]

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> > The 2021 election for the Gentoo Foundation board of trustees is coming up.
> > Anyone who is a Foundation Member as of July 1, 2021; is eligible to vote.
> > 
> > The nomination period is July 1 - 15 2021.
[...]
> 
> I would like to nominate:
> 
> dilfridge

Thanks, but I'll decline as well.

-- 
Andreas K. Hüttel
dilfridge@gentoo.org
Gentoo Linux developer
(council, toolchain, base-system, perl, libreoffice)

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Re: [gentoo-nfp] 2021 Trustees election

[Ulrich Mueller]

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>>>>> On Tue, 06 Jul 2021, Aaron Bauman wrote:

> I would like to nominate:

> [...]
> ulm

Thank you, but I must decline.

Ulrich

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Re: [gentoo-nfp] 2021 Trustees election

[Rich Freeman]

On Tue, Jul 6, 2021 at 5:29 PM Aaron Bauman <bman@gentoo.org> wrote:
>
> I would like to nominate:
>
> rich0

Thank you, but I am going to decline.  I think that taking a bit of a
break from Gentoo leadership roles has been good for everybody's
sanity, and while that might change some day I don't think we're quite
there yet...


-- 
Rich

[gentoo-nfp] 2021 Trustees election - self-nomination & manifesto

[Robin H. Johnson]

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On Sun, Jun 27, 2021 at 08:11:29PM -0700, Alec Warner wrote:
> The board has 5 members; robbat2, myself, and alicef retire by
> rotation this election.
I'm standing for election again. 

By way of a manifesto:

Since joining the board, I've tackled the multi-year project to complete
the Foundation's financial record-keeping including forensic accounting
to establish history since the start of Foundation.

Used those records, I worked (and continue to) produce annual financial
statements, and ensure all tax filings are completed; I've just started
work on the latest set of financial statements, as the new fiscal year
started July 1st.

The FY2020 (ending 2020/06/30) is available at
https://wiki.gentoo.org/wiki/Foundation:Gentoo_Foundation_Finances_FY2020.
The draft version of FY2021 statement will hopefully be available in
time for the AGM, but is unlikely to be finalized before December.

In the past Fiscal year, as a trustee:
- I helped engage with Software Freedom Conservancy (SFC) as being a
  potential fiscal sponsor, which had the outcome that they were
  unlikely to accept us, but we could apply anyway.  SFC did provide a
  detailed list of documentation they (or likely any other sponsor)
  would require for consideration.
- I helped engage with Software in the Public Interest (SPI); SPI did
  not provide further responses.
- Both of the above are documented:
  https://wiki.gentoo.org/wiki/Foundation:FoundationFutureState#Status
  I also provided financial answers to questions for potential
  applications to the Open Source Collective and the Linux Foundation,
  but I did not drive those applications and cannot speak to them
  further (I encourage mgorny & alicef to document their progress)

As disclosure, I am also the lead of the infrastructure team.

I wasn't as active as I would have liked, as I spent several months
dealing with the consequences of a flooded basement (caused by my
neighbors).

-- 
Robin Hugh Johnson
Gentoo Linux: Dev, Infra Lead, Foundation Treasurer
E-Mail   : robbat2@gentoo.org
GnuPG FP : 11ACBA4F 4778E3F6 E4EDF38E B27B944E 34884E85
GnuPG FP : 7D0B3CEB E9B85B1F 825BCECF EE05E6F6 A48F6136

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Re: [gentoo-nfp] 2021 Trustees election - nominations end in 14 hours

[Jorge Manuel B. S. Vicetto]

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On 28/06/21 03:11, Alec Warner wrote:
> Greetings members and the Gentoo Community.

Dear Gentoo Community,

> The 2021 election for the Gentoo Foundation board of trustees is coming up.
> Anyone who is a Foundation Member as of July 1, 2021; is eligible to vote.
> 
> The nomination period is July 1 - 15 2021.

this is a friendly reminder that there are now a little over 14 hours
left to send your nominations for the Trustees election.
If you have been nominated, please hurry up and send your confirmation
or decline as well.

> The voting period is July 18 - Aug 18.
> 
> The Annual General Meeting (AGM) is 8/23 at 0100 UTC on #gentoo-trustees on
> Libera Chat.
> 
> The board has 5 members; robbat2, myself, and alicef retire by rotation
> this election.
> 
> -A
> 


For the elections team,

----------------

Regards,

Jorge Vicetto (jmbsvicetto) - jmbsvicetto at gentoo dot org
Gentoo- forums / Elections / Infra

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