[gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Roy Bamford]

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Team,

This is a meta topic to collect Questions For Gentoo Foundation Trustee Candidates together.
The idea seemed to work well on -project for council candidates.

Reply to this post with new questions only. The resulting sub topics will help keep responses and resulting discussion organised. 
Accordingly, I will respond to this post with my question. 

-- 
Regards,

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

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Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Roy Bamford]

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On 2019.07.13 13:12, Roy Bamford wrote:
> Team,
> 
> This is a meta topic to collect Questions For Gentoo Foundation
> Trustee Candidates together.

We have several candidates with a declared platform of dissolving 
the Gentoo foundation.

1. Will all candidates make their position on the future of the Foundation
clear.

2. Will all candidates explain the reasoning supporting their position
on their future plans for the existence (or otherwise) of the Foundation. 

-- 
Regards,

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

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Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Michał Górny]

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On Sat, 2019-07-13 at 13:18 +0100, Roy Bamford wrote:
> On 2019.07.13 13:12, Roy Bamford wrote:
> > Team,
> > 
> > This is a meta topic to collect Questions For Gentoo Foundation
> > Trustee Candidates together.
> 
> We have several candidates with a declared platform of dissolving 
> the Gentoo foundation.

This is already answered in my Manifesto [1] but I'll repeat here for
completeness.

> 1. Will all candidates make their position on the future of the Foundation
> clear.

I'm for dissolving the Foundation in favor of professional umbrella if
such an opportunity arises (unless the offer is very bad).  If this
turns out not to be possible, I believe we should aim towards
maintaining good standing forward, look for a ways to reduce the costs
of maintaining it and look for the possibility of making donations tax-
deducible (if we are really able of supporting that).

> 2. Will all candidates explain the reasoning supporting their position
> on their future plans for the existence (or otherwise) of the Foundation. 

The reasoning is simple.  We haven't been able to maintain Foundation
in really good standing *for years*.  Even if we are closing to
*finally* fix things, it mostly relies on a few people putting a lot of
work, and this means low bus factor.  There's no way to know that
a future Trustee board won't mess everything up again, and we still
barely have any candidates in the elections.

We should look for solutions that are sustainable long-term, and not
base our decisions on nostalgia.

[1] https://dev.gentoo.org/~mgorny/trustee-manifesto-2019.txt

-- 
Best regards,
Michał Górny


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Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Aaron Bauman]

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On Sat, Jul 13, 2019 at 03:37:22PM +0200, Michał Górny wrote:
> On Sat, 2019-07-13 at 13:18 +0100, Roy Bamford wrote:
> > On 2019.07.13 13:12, Roy Bamford wrote:
> > > Team,
> > > 
> > > This is a meta topic to collect Questions For Gentoo Foundation
> > > Trustee Candidates together.
> > 
> > We have several candidates with a declared platform of dissolving 
> > the Gentoo foundation.
> 
> This is already answered in my Manifesto [1] but I'll repeat here for
> completeness.
> 
> > 1. Will all candidates make their position on the future of the Foundation
> > clear.
> 
> I'm for dissolving the Foundation in favor of professional umbrella if
> such an opportunity arises (unless the offer is very bad).  If this
> turns out not to be possible, I believe we should aim towards
> maintaining good standing forward, look for a ways to reduce the costs
> of maintaining it and look for the possibility of making donations tax-
> deducible (if we are really able of supporting that).
>

Yes, we are capable of gaining proper tax-exemption status and ensuring that
donations can be considered charitable for our donators.

> > 2. Will all candidates explain the reasoning supporting their position
> > on their future plans for the existence (or otherwise) of the Foundation. 
> 
> The reasoning is simple.  We haven't been able to maintain Foundation
> in really good standing *for years*.  Even if we are closing to
> *finally* fix things, it mostly relies on a few people putting a lot of
> work, and this means low bus factor.  There's no way to know that
> a future Trustee board won't mess everything up again, and we still
> barely have any candidates in the elections.
> 

By-laws can mandate the retention of a CPA. Additionally, reimplementing the
"removal of officers" section of the by-laws is paramount. I am shocked this has
been removed/deleted.

> We should look for solutions that are sustainable long-term, and not
> base our decisions on nostalgia.
> 
> [1] https://dev.gentoo.org/~mgorny/trustee-manifesto-2019.txt
> 
> -- 
> Best regards,
> Michał Górny
> 

-- 
Cheers,
Aaron

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Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Robin H. Johnson]

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On Sun, Jul 14, 2019 at 10:53:48AM -0400, Aaron Bauman wrote:
> > > 2. Will all candidates explain the reasoning supporting their position
> > > on their future plans for the existence (or otherwise) of the Foundation. 
> > 
> > The reasoning is simple.  We haven't been able to maintain Foundation
> > in really good standing *for years*.  Even if we are closing to
> > *finally* fix things, it mostly relies on a few people putting a lot of
> > work, and this means low bus factor.  There's no way to know that
> > a future Trustee board won't mess everything up again, and we still
> > barely have any candidates in the elections.
> By-laws can mandate the retention of a CPA.
Can, but possibly shouldn't. Just because our filings are complex now,
doesn't mean they always will be. The SPI's 990 filings were initially
prepared with the aid of a CPA, but later on were prepared directly by
the SPI's treasurer, as they gained confidence in the process.

> Additionally, reimplementing the
> "removal of officers" section of the by-laws is paramount. I am shocked this has
> been removed/deleted.
No. It isn't, because it would simply be a partial repeat of the
previous section, 6.4 "election and term", which contains:

"Each officer shall be appointed by the Board of Trustees and shall hold
office until such time as the officer resigns or is removed by the Board
of Trustees"

Emphasis on "is removed by the Board of Trustees".

To the best of my knowledge, the original section came from the stock
version of New Mexico bylaws for non-profits, and was less flexible.

The board must have the power to select & remove officers.
The electorate must have the power to select & remove the board.

-- 
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] Questions For Gentoo Foundation Trustee Candidates

[Aaron Bauman]

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On Sun, Jul 14, 2019 at 03:29:34PM +0000, Robin H. Johnson wrote:
> On Sun, Jul 14, 2019 at 10:53:48AM -0400, Aaron Bauman wrote:
> > > > 2. Will all candidates explain the reasoning supporting their position
> > > > on their future plans for the existence (or otherwise) of the Foundation. 
> > > 
> > > The reasoning is simple.  We haven't been able to maintain Foundation
> > > in really good standing *for years*.  Even if we are closing to
> > > *finally* fix things, it mostly relies on a few people putting a lot of
> > > work, and this means low bus factor.  There's no way to know that
> > > a future Trustee board won't mess everything up again, and we still
> > > barely have any candidates in the elections.
> > By-laws can mandate the retention of a CPA.
> Can, but possibly shouldn't. Just because our filings are complex now,
> doesn't mean they always will be. The SPI's 990 filings were initially
> prepared with the aid of a CPA, but later on were prepared directly by
> the SPI's treasurer, as they gained confidence in the process.
> 
> > Additionally, reimplementing the
> > "removal of officers" section of the by-laws is paramount. I am shocked this has
> > been removed/deleted.
> No. It isn't, because it would simply be a partial repeat of the
> previous section, 6.4 "election and term", which contains:
>

In context, my point here is that the general membership should have the ability
to remove a trustee or the entire board, if so desired. I was not intending to
be precise or definitive in the semantics.

Simply: The general membership ought to have a mechanism to remove the entire
board, a single trustee, etc.

> "Each officer shall be appointed by the Board of Trustees and shall hold
> office until such time as the officer resigns or is removed by the Board
> of Trustees"
> 
> Emphasis on "is removed by the Board of Trustees".
> 
> To the best of my knowledge, the original section came from the stock
> version of New Mexico bylaws for non-profits, and was less flexible.
> 

Yes, a lot of the by-laws are boilerplate.  Unless the states *requires* that we
put something in to the by-laws then we can simply pass by-laws that make sense
to us as a 501c3. Hence, my previous comments regarding a potential change to
the "removal of officers" section.

> The board must have the power to select & remove officers.
> The electorate must have the power to select & remove the board.
> 
> -- 
> 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



-- 
Cheers,
Aaron

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Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Robin H. Johnson]

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On Sun, Jul 14, 2019 at 11:54:48AM -0400, Aaron Bauman wrote:
> > No. It isn't, because it would simply be a partial repeat of the
> > previous section, 6.4 "election and term", which contains:
> In context, my point here is that the general membership should have the ability
> to remove a trustee or the entire board, if so desired. I was not intending to
> be precise or definitive in the semantics.
> 
> Simply: The general membership ought to have a mechanism to remove the entire
> board, a single trustee, etc.
Why do you act like there isn't already such a mechanism to remove one
or more trustees?

Section 5.6. Resignation and Removal of Trustees
A director may resign at any time upon written request to the
foundation. Furthermore, any director or the entire Board of Trustees
may be removed, with or without cause, by a vote of the majority of the
members entitled to vote for the election of Trustees or as otherwise
provided in the General Foundation Law of the State of New Mexico.

> > "Each officer shall be appointed by the Board of Trustees and shall hold
> > office until such time as the officer resigns or is removed by the Board
> > of Trustees"
> > 
> > Emphasis on "is removed by the Board of Trustees".
> > 
> > To the best of my knowledge, the original section came from the stock
> > version of New Mexico bylaws for non-profits, and was less flexible.
> Yes, a lot of the by-laws are boilerplate.  Unless the states *requires* that we
> put something in to the by-laws then we can simply pass by-laws that make sense
> to us as a 501c3. Hence, my previous comments regarding a potential change to
> the "removal of officers" section.
> 
> > The board must have the power to select & remove officers.
> > The electorate must have the power to select & remove the board.

To remove an officer is to remove an individual from a role that that
were put into by the board. The board CAN select non-trustee non-members
if it desires to fill roles (subject to constraints in bylaws & state
laws).

-- 
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] Questions For Gentoo Foundation Trustee Candidates

[Aaron Bauman]

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On Sun, Jul 14, 2019 at 04:01:46PM +0000, Robin H. Johnson wrote:
> On Sun, Jul 14, 2019 at 11:54:48AM -0400, Aaron Bauman wrote:
> > > No. It isn't, because it would simply be a partial repeat of the
> > > previous section, 6.4 "election and term", which contains:
> > In context, my point here is that the general membership should have the ability
> > to remove a trustee or the entire board, if so desired. I was not intending to
> > be precise or definitive in the semantics.
> > 
> > Simply: The general membership ought to have a mechanism to remove the entire
> > board, a single trustee, etc.
> Why do you act like there isn't already such a mechanism to remove one
> or more trustees?
> 
> Section 5.6. Resignation and Removal of Trustees
> A director may resign at any time upon written request to the
> foundation. Furthermore, any director or the entire Board of Trustees
> may be removed, with or without cause, by a vote of the majority of the
> members entitled to vote for the election of Trustees or as otherwise
> provided in the General Foundation Law of the State of New Mexico.
>

Sorry if it seemed like I was ignoring Section 5.6.


-- 
Cheers,
Aaron

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Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Aaron Bauman]

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On Sun, Jul 14, 2019 at 03:29:34PM +0000, Robin H. Johnson wrote:
> On Sun, Jul 14, 2019 at 10:53:48AM -0400, Aaron Bauman wrote:
> > > > 2. Will all candidates explain the reasoning supporting their position
> > > > on their future plans for the existence (or otherwise) of the Foundation. 
> > > 
> > > The reasoning is simple.  We haven't been able to maintain Foundation
> > > in really good standing *for years*.  Even if we are closing to
> > > *finally* fix things, it mostly relies on a few people putting a lot of
> > > work, and this means low bus factor.  There's no way to know that
> > > a future Trustee board won't mess everything up again, and we still
> > > barely have any candidates in the elections.
> > By-laws can mandate the retention of a CPA.
> Can, but possibly shouldn't. Just because our filings are complex now,
> doesn't mean they always will be. The SPI's 990 filings were initially
> prepared with the aid of a CPA, but later on were prepared directly by
> the SPI's treasurer, as they gained confidence in the process.
>

You often say a lot of things should not be in the by-laws and I have yet to
figure out your rationale for such a view and I frankly disagree with it.

*By-laws govern the trustees just as much as they do the general membership
interests in the distribution*

It is very wise to put such a by-law in place.  Just as I believe the use of
certain licenses within Gentoo should be codified in the by-laws.

-- 
Cheers,
Aaron

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Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Robin H. Johnson]

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On Sun, Jul 14, 2019 at 11:58:34AM -0400, Aaron Bauman wrote:
> On Sun, Jul 14, 2019 at 03:29:34PM +0000, Robin H. Johnson wrote:
> > On Sun, Jul 14, 2019 at 10:53:48AM -0400, Aaron Bauman wrote:
> > > > > 2. Will all candidates explain the reasoning supporting their position
> > > > > on their future plans for the existence (or otherwise) of the Foundation. 
> > > > 
> > > > The reasoning is simple.  We haven't been able to maintain Foundation
> > > > in really good standing *for years*.  Even if we are closing to
> > > > *finally* fix things, it mostly relies on a few people putting a lot of
> > > > work, and this means low bus factor.  There's no way to know that
> > > > a future Trustee board won't mess everything up again, and we still
> > > > barely have any candidates in the elections.
> > > By-laws can mandate the retention of a CPA.
> > Can, but possibly shouldn't. Just because our filings are complex now,
> > doesn't mean they always will be. The SPI's 990 filings were initially
> > prepared with the aid of a CPA, but later on were prepared directly by
> > the SPI's treasurer, as they gained confidence in the process.
> You often say a lot of things should not be in the by-laws and I have yet to
> figure out your rationale for such a view and I frankly disagree with it.
> 
> *By-laws govern the trustees just as much as they do the general membership
> interests in the distribution*
> 
> It is very wise to put such a by-law in place. 
By-laws and articles of incorporation are the guiding principles for how
an organization should work. They are not the exact implementation
details.

We should have a lot more implementation documentation, and process
documents about HOW we follow the guiding principles. My recent thread
about establishing a more formalized timeline for the Trustee election
was an example of that.

To change the implementation detail, should not require invoking a
motion of the board, or changing the bylaws.

With respect to the CPA example, I entirely support such an amendment to
bylaws that says something like:
"The Treasurer shall maintain up to date financial statements and
required filings, published no later than the filing deadlines for each
fiscal period."

(The existing bylaw bindings on the Treasurer require that the financial
records are "full and accurate", but don't place any timelines on it
other than presenting at the AGM)

The implementation details break it down further:
- The IRS filing deadline for the 990 form is the 15th day of the 5th
  month after the fiscal period end [1]
- The New Mexico filings are due 4.5 months after end of fiscal
- Until such time as the Treasurer or delegate can prepare the financial
  statements, the Board shall retain a book-keeper for the financial
  statements.
- Until such time as the Treasurer or delegate can prepare IRS filings,
  the Board shall retain a CPA to complete them.
- The Treasurer or delegate shall present draft financial statements at
  least 60 days before the deadline.
- The Treasurer or delegate shall present draft 990 filings at least 30
  days before the deadline.

> Just as I believe the use of certain licenses within Gentoo should be
> codified in the by-laws.
This one gets even murkier: for a NEW work, the choice of license is up
to the copyright holder (as as the ability to relicense it). The
Foundation isn't the copyright holder anymore, so can't force which
license gets used on something.

The Foundation can pass something that says that any packages for which
Gentoo is upstream and the package is in base-system shall be licensed
with a license that is FSF approved or OSI approved.

The implementation detail would break it down to say which packages and
which licenses in more depth. And probably be careful to exclude AGPL
licenses from certain components.

[1] https://www.irs.gov/charities-non-profits/annual-exempt-organization-return-due-date

-- 
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] Questions For Gentoo Foundation Trustee Candidates

[Aaron Bauman]

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On Sun, Jul 14, 2019 at 04:54:04PM +0000, Robin H. Johnson wrote:
> On Sun, Jul 14, 2019 at 11:58:34AM -0400, Aaron Bauman wrote:
> > On Sun, Jul 14, 2019 at 03:29:34PM +0000, Robin H. Johnson wrote:
> > > On Sun, Jul 14, 2019 at 10:53:48AM -0400, Aaron Bauman wrote:
> > > > > > 2. Will all candidates explain the reasoning supporting their position
> > > > > > on their future plans for the existence (or otherwise) of the Foundation. 
> > > > > 
> > > > > The reasoning is simple.  We haven't been able to maintain Foundation
> > > > > in really good standing *for years*.  Even if we are closing to
> > > > > *finally* fix things, it mostly relies on a few people putting a lot of
> > > > > work, and this means low bus factor.  There's no way to know that
> > > > > a future Trustee board won't mess everything up again, and we still
> > > > > barely have any candidates in the elections.
> > > > By-laws can mandate the retention of a CPA.
> > > Can, but possibly shouldn't. Just because our filings are complex now,
> > > doesn't mean they always will be. The SPI's 990 filings were initially
> > > prepared with the aid of a CPA, but later on were prepared directly by
> > > the SPI's treasurer, as they gained confidence in the process.
> > You often say a lot of things should not be in the by-laws and I have yet to
> > figure out your rationale for such a view and I frankly disagree with it.
> > 
> > *By-laws govern the trustees just as much as they do the general membership
> > interests in the distribution*
> > 
> > It is very wise to put such a by-law in place. 
> By-laws and articles of incorporation are the guiding principles for how
> an organization should work. They are not the exact implementation
> details.
>

You are debating whether the general membership should vote for the amendment of
by-law's to force *their* elected board to retain a CPA?

This is precisely what by-laws are for.  Guiding principles as you stated.  That
would be a guiding principle.  

Debating "implementation details" is rather a technical Agile like approach to
how things should run.

> We should have a lot more implementation documentation, and process
> documents about HOW we follow the guiding principles. My recent thread
> about establishing a more formalized timeline for the Trustee election
> was an example of that.
> 

Such a timeline can easily be adopted into the by-laws.  Look at SPI for an
example.  We don't need separate documentation to follow some DevOp'ish like
methodology.

> To change the implementation detail, should not require invoking a
> motion of the board, or changing the bylaws.
> 

Of course, I would say it would when such things should be legally held liable.
Hence, the example I gave about retaining a CPA.

> With respect to the CPA example, I entirely support such an amendment to
> bylaws that says something like:
> "The Treasurer shall maintain up to date financial statements and
> required filings, published no later than the filing deadlines for each
> fiscal period."
> 

I would partially agree with such a statement. However, I would say something
like:

"The Treasurer shall maintain an active relationship with a certified CPA to
ensure that all financials are up to date...etc"

The certified part here is key and is a part of understanding why retaining a
CPA is paramount.

> (The existing bylaw bindings on the Treasurer require that the financial
> records are "full and accurate", but don't place any timelines on it
> other than presenting at the AGM)
> 
> The implementation details break it down further:
> - The IRS filing deadline for the 990 form is the 15th day of the 5th
>   month after the fiscal period end [1]
> - The New Mexico filings are due 4.5 months after end of fiscal
> - Until such time as the Treasurer or delegate can prepare the financial
>   statements, the Board shall retain a book-keeper for the financial
>   statements.
> - Until such time as the Treasurer or delegate can prepare IRS filings,
>   the Board shall retain a CPA to complete them.
> - The Treasurer or delegate shall present draft financial statements at
>   least 60 days before the deadline.
> - The Treasurer or delegate shall present draft 990 filings at least 30
>   days before the deadline.
> 

These are specific tax code requirements which you attempt to put in parallel to
implementation details in a DevOp'ish like world, but at the trustee level.

> > Just as I believe the use of certain licenses within Gentoo should be
> > codified in the by-laws.
> This one gets even murkier: for a NEW work, the choice of license is up
> to the copyright holder (as as the ability to relicense it). The
> Foundation isn't the copyright holder anymore, so can't force which
> license gets used on something.
> 

This is not a debate as to the validity of said licenses or how the GPL, for
instance, stands up in court.  This is protecting the project from accepting
potential works into their repos which are hosted and paid for by the legal
entity that is Gentoo Foundation.  Hence, we take on liability, but may not hold
the copyright to said code.

Let's not forget that folks like SFC spend their time defending the GPL.  This
shows precedent for how legally based entities and peoples must still defend
such licenses.

Using the GPL as an example, your above statement somehow implies the GPL is
self-governing when in reality it is not.  People must defend it in some form or
fashion.

What did we see following the Linux kernel license debacles?  A Linux Foundation
stood up to assist in protecting the licenses protecting their code.  I am *not*
implying this was the only reason/justification behind the LF.

> The Foundation can pass something that says that any packages for which
> Gentoo is upstream and the package is in base-system shall be licensed
> with a license that is FSF approved or OSI approved.
> 
> The implementation detail would break it down to say which packages and
> which licenses in more depth. And probably be careful to exclude AGPL
> licenses from certain components.
> 

See above.  This was not the point.  The point was, that we need to govern what
we, as a Foundation, allow to be hosted and/or published in our repos.

-- 
Cheers,
Aaron

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Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Rich Freeman]

On Sun, Jul 14, 2019 at 12:54 PM Robin H. Johnson <robbat2@gentoo.org> wrote:
>
> We should have a lot more implementation documentation, and process
> documents about HOW we follow the guiding principles. My recent thread
> about establishing a more formalized timeline for the Trustee election
> was an example of that.

You might want to look at what was already done with the activity
tracker, which was another attempt to proceduralize more of what the
Foundation does:
https://wiki.gentoo.org/wiki/Foundation:Activity_Tracker

One of the few areas that did get worked out in more detail was the
election process:
https://wiki.gentoo.org/wiki/Foundation:Elections

Of course, that page is only as useful as the information that was
provided, as you'll note that the page states that the IRS 990 was
last filed in 2014.  I'm guessing I filled that in based on info
provided in IRC or email, but I'd have to dig way back to find what
exactly was provided to me if it was me that updated it.  My intent
was to have the responsible parties directly update it, but the page
never really took off and once I stopped maintaining it myself some
time after stepping down as Trustee it looks like it was no longer
updated.

-- 
Rich

Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Alec Warner]

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On Sat, Jul 13, 2019 at 5:18 AM Roy Bamford <neddyseagoon@gentoo.org> wrote:

> On 2019.07.13 13:12, Roy Bamford wrote:
> > Team,
> >
> > This is a meta topic to collect Questions For Gentoo Foundation
> > Trustee Candidates together.
>
> We have several candidates with a declared platform of dissolving
> the Gentoo foundation.
>
> 1. Will all candidates make their position on the future of the Foundation
> clear.
>

I plan to dissolve the Foundation. I would prefer the assets go to an
umbrella, but I'm also open to other options.


>
> 2. Will all candidates explain the reasoning supporting their position
> on their future plans for the existence (or otherwise) of the Foundation.
>

The Foundation has three main problems:

- It needs a minimum of three capable / interested trustees to be on the
board and operate the Foundation. Note here i don't mean that these three
humans do the work (because they should contract with professionals to do
much of it.) I'm not convinced there are three people to do it. In this
election we have 4 humans for 3 slots. When discussing with the current
board, half of the board doesn't even want to be on the board; but without
a board the Foundation would be in trouble. This is not the kind of board
that I would want to have, and I think its one reason why the work the
board is accountable for rarely happens. This is not unique to this year.
In previous years; boards that did not even do basic Foundation activities
(e.g. taxes, accounting, etc.) *and* ran unopposed (e.g. some years there
was no election.)

- The members themselves don't hold anyone accountable. Basically this
follows the last piece of the first bullet; that the board can basically be
bad at their job and keep their seats trivially. The members are supposed
to care about the board's mission (to support Gentoo!) but in fact most
members do nothing and vote once a year when asked (like now!) I suspect if
a potato was put on the ballot the members would vote for that as a trustee
if it filled a seat; because they don't care about the foundation working
correctly or not provided it continues to fund Infra (nominally one of two
useful things the Foundation actually does.)

- The scope of work done by the Foundation during it's 15 years is minimal
(trademark defense and funding) and I believe an umbrella organization can
do both. I concede it limits future options (because once we give assets to
the umbrella they can only do what is in any agreement we sign.) However,
its a risk I'm willing to take given the poor performance of the Foundation
in the past (and the anticipated poor performance in the future; see first
two points.)

-A


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

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Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Aaron Bauman]

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On Sat, Jul 13, 2019 at 07:52:53AM -0700, Alec Warner wrote:
> On Sat, Jul 13, 2019 at 5:18 AM Roy Bamford <neddyseagoon@gentoo.org> wrote:
> 
> > On 2019.07.13 13:12, Roy Bamford wrote:
> > > Team,
> > >
> > > This is a meta topic to collect Questions For Gentoo Foundation
> > > Trustee Candidates together.
> >
> > We have several candidates with a declared platform of dissolving
> > the Gentoo foundation.
> >
> > 1. Will all candidates make their position on the future of the Foundation
> > clear.
> >
> 
> I plan to dissolve the Foundation. I would prefer the assets go to an
> umbrella, but I'm also open to other options.
> 
> 
> >
> > 2. Will all candidates explain the reasoning supporting their position
> > on their future plans for the existence (or otherwise) of the Foundation.
> >
> 
> The Foundation has three main problems:
> 
> - It needs a minimum of three capable / interested trustees to be on the
> board and operate the Foundation. Note here i don't mean that these three
> humans do the work (because they should contract with professionals to do
> much of it.) I'm not convinced there are three people to do it. In this
> election we have 4 humans for 3 slots. When discussing with the current
> board, half of the board doesn't even want to be on the board; but without
> a board the Foundation would be in trouble. This is not the kind of board
> that I would want to have, and I think its one reason why the work the
> board is accountable for rarely happens. This is not unique to this year.
> In previous years; boards that did not even do basic Foundation activities
> (e.g. taxes, accounting, etc.) *and* ran unopposed (e.g. some years there
> was no election.)
>

Can you explain why you ran for election on the platform of dissolving the
foundation, in favor of an umbrella, but have not conducted any research into
what is required to do so? Presented any definitive options, figures, impacts,
etc to the electorate?

Is this why you voluntarily put yourself up for re-election during the current
cycle?

> - The members themselves don't hold anyone accountable. Basically this
> follows the last piece of the first bullet; that the board can basically be
> bad at their job and keep their seats trivially. The members are supposed
> to care about the board's mission (to support Gentoo!) but in fact most
> members do nothing and vote once a year when asked (like now!) I suspect if
> a potato was put on the ballot the members would vote for that as a trustee
> if it filled a seat; because they don't care about the foundation working
> correctly or not provided it continues to fund Infra (nominally one of two
> useful things the Foundation actually does.)
> 

This can be fixed by proper by-laws, but the board has failed to adopt any
reasonable by-laws to make forward progress.  Also, I think a bit of
transparency from the board would result in our sister nations understanding why
by-laws and Articles of Incorporation are important.

Many understand the significance of a GLEP, but do not neccasarily understand
the importance/role of by-laws and AoI.

Additionally, I do believe members and devs know the Foundation "holds the
purse" as they have seen from the purchase of the Nitrokeys to support their
mission.

> - The scope of work done by the Foundation during it's 15 years is minimal
> (trademark defense and funding) and I believe an umbrella organization can
> do both. I concede it limits future options (because once we give assets to
> the umbrella they can only do what is in any agreement we sign.) However,
> its a risk I'm willing to take given the poor performance of the Foundation
> in the past (and the anticipated poor performance in the future; see first
> two points.)
> 
> -A
> 

c.f my statement above and consider the performance during this cycle. 

Overall, each individual has simply pointed out the financial failures of the
foundation... which I agree with.  However, dissolution has many more
potential ramifications than benefits.

The majority of failures can simply be fixed by retaining a CPA.

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

-- 
Cheers,
Aaron

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Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Roy Bamford]

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On 2019.07.14 15:40, Aaron Bauman wrote:
[snip]

> 
> This can be fixed by proper by-laws, ...

[snip]
> 
> -- 
> Cheers,
> Aaron
> 

That's over simplification.  For things to get fixed,
people have to do stuff. By-laws don't ensure 
anything gets done.

-- 
Regards,

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

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Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Aaron Bauman]

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On Sun, Jul 14, 2019 at 05:24:16PM +0100, Roy Bamford wrote:
> On 2019.07.14 15:40, Aaron Bauman wrote:
> [snip]
> 
> > 
> > This can be fixed by proper by-laws, ...
> 
> [snip]
> > 
> > -- 
> > Cheers,
> > Aaron
> > 
> 
> That's over simplification.  For things to get fixed,
> people have to do stuff. By-laws don't ensure 
> anything gets done.
> 
> -- 
> Regards,
> 
> Roy Bamford
> (Neddyseagoon) a member of
> elections
> gentoo-ops
> forum-mods
> arm64

You are correct.  It alone does not "fix it", but it does hold the board in
violation of retaining one.  Which in turn means Section 5.6 comes into play for
the general membership.

As other comments I have made stated, by-laws govern the trustees just as much
as the general membership.

No different than if an umbrella fails to file said taxes :)


-- 
Cheers,
Aaron

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Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Michał Górny]

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On Sun, 2019-07-14 at 12:32 -0400, Aaron Bauman wrote:
> On Sun, Jul 14, 2019 at 05:24:16PM +0100, Roy Bamford wrote:
> > On 2019.07.14 15:40, Aaron Bauman wrote:
> > [snip]
> > 
> > > This can be fixed by proper by-laws, ...
> > 
> > [snip]
> > > -- 
> > > Cheers,
> > > Aaron
> > > 
> > 
> > That's over simplification.  For things to get fixed,
> > people have to do stuff. By-laws don't ensure 
> > anything gets done.
> > 
> > -- 
> > Regards,
> > 
> > Roy Bamford
> > (Neddyseagoon) a member of
> > elections
> > gentoo-ops
> > forum-mods
> > arm64
> 
> You are correct.  It alone does not "fix it", but it does hold the board in
> violation of retaining one.  Which in turn means Section 5.6 comes into play for
> the general membership.
> 
> As other comments I have made stated, by-laws govern the trustees just as much
> as the general membership.
> 

No offense meant but reading your posts, I start feeling like your
solution to all the problems boils down to 'force Trustees to fix them,
and if they don't, then force them more'.  I'm not yet sure if this
involves pursuing legal responsibility on past Trustees (i.e. punishing
them for trying to fix stuff but being unable to fix it entirely), or
just pursuing current Trustees to the point that nobody will stand for
elections.

-- 
Best regards,
Michał Górny


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Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Aaron Bauman]

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On Sun, Jul 14, 2019 at 07:24:14PM +0200, Michał Górny wrote:
> On Sun, 2019-07-14 at 12:32 -0400, Aaron Bauman wrote:
> > On Sun, Jul 14, 2019 at 05:24:16PM +0100, Roy Bamford wrote:
> > > On 2019.07.14 15:40, Aaron Bauman wrote:
> > > [snip]
> > > 
> > > > This can be fixed by proper by-laws, ...
> > > 
> > > [snip]
> > > > -- 
> > > > Cheers,
> > > > Aaron
> > > > 
> > > 
> > > That's over simplification.  For things to get fixed,
> > > people have to do stuff. By-laws don't ensure 
> > > anything gets done.
> > > 
> > > -- 
> > > Regards,
> > > 
> > > Roy Bamford
> > > (Neddyseagoon) a member of
> > > elections
> > > gentoo-ops
> > > forum-mods
> > > arm64
> > 
> > You are correct.  It alone does not "fix it", but it does hold the board in
> > violation of retaining one.  Which in turn means Section 5.6 comes into play for
> > the general membership.
> > 
> > As other comments I have made stated, by-laws govern the trustees just as much
> > as the general membership.
> > 
> 
> No offense meant but reading your posts, I start feeling like your
> solution to all the problems boils down to 'force Trustees to fix them,
> and if they don't, then force them more'.  I'm not yet sure if this
> involves pursuing legal responsibility on past Trustees (i.e. punishing
> them for trying to fix stuff but being unable to fix it entirely), or
> just pursuing current Trustees to the point that nobody will stand for
> elections.
> 
> -- 
> Best regards,
> Michał Górny
> 

Yes, they can be legally held responsible for not filing the proper taxes. If
anyone is willing to hold prior trustees accountable then that would be one
course of action.  I don't forsee anyone filing suit though... but they
absolutely could.

Another course is to force a re-election of the entire board by majority vote
of the general membership, as is currently in the by-laws.

Again, none of this changes except that one may have more faith in an umbrella
if that is the decision to pursue.  Those umbrella board of directors are *not*
elected by the Gentoo community though.

However, I offer that proper retention of a CPA will fix this.  Once contracted,
they too are bound by law to complete those filings unless payment is defaulted
by us.

-- 
Cheers,
Aaron

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Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Alec Warner]

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On Sun, Jul 14, 2019 at 7:40 AM Aaron Bauman <bman@gentoo.org> wrote:

> On Sat, Jul 13, 2019 at 07:52:53AM -0700, Alec Warner wrote:
> > On Sat, Jul 13, 2019 at 5:18 AM Roy Bamford <neddyseagoon@gentoo.org>
> wrote:
> >
> > > On 2019.07.13 13:12, Roy Bamford wrote:
> > > > Team,
> > > >
> > > > This is a meta topic to collect Questions For Gentoo Foundation
> > > > Trustee Candidates together.
> > >
> > > We have several candidates with a declared platform of dissolving
> > > the Gentoo foundation.
> > >
> > > 1. Will all candidates make their position on the future of the
> Foundation
> > > clear.
> > >
> >
> > I plan to dissolve the Foundation. I would prefer the assets go to an
> > umbrella, but I'm also open to other options.
> >
> >
> > >
> > > 2. Will all candidates explain the reasoning supporting their position
> > > on their future plans for the existence (or otherwise) of the
> Foundation.
> > >
> >
> > The Foundation has three main problems:
> >
> > - It needs a minimum of three capable / interested trustees to be on the
> > board and operate the Foundation. Note here i don't mean that these three
> > humans do the work (because they should contract with professionals to do
> > much of it.) I'm not convinced there are three people to do it. In this
> > election we have 4 humans for 3 slots. When discussing with the current
> > board, half of the board doesn't even want to be on the board; but
> without
> > a board the Foundation would be in trouble. This is not the kind of board
> > that I would want to have, and I think its one reason why the work the
> > board is accountable for rarely happens. This is not unique to this year.
> > In previous years; boards that did not even do basic Foundation
> activities
> > (e.g. taxes, accounting, etc.) *and* ran unopposed (e.g. some years there
> > was no election.)
> >
>
> Can you explain why you ran for election on the platform of dissolving the
> foundation, in favor of an umbrella, but have not conducted any research
> into
> what is required to do so? Presented any definitive options, figures,
> impacts,
> etc to the electorate?
>

The electorate doesn't care about the details of the foundation. Of the
80-odd members, ~30 of them will vote.
There are 4 people running and 3 seats, so it doesn't take much to get
elected (as noted earlier in the thread.)

I'm happy to share a proposal at a later date.


>
> Is this why you voluntarily put yourself up for re-election during the
> current
> cycle?
>

I'm not sure what 'this' is referring to, but I agreed with Robin's premise
which was that if Robin and I stepped aside mid-term it would free up more
seats and we might have a more vigorous election (as opposed to the usual,
which is we win by running unopposed.) I also bought into his argument that
it would be a great opportunity to sweep the board. Three open seats meant
that if a faction of Gentoo wanted to take control of the Foundation they
simply needed to find and elect three people and those people would have a
board majority.

The outcome was 4 candidates for 3 seats, so we get to have an election
(good!) but still pretty minimal participation from the community :/


>
> > - The members themselves don't hold anyone accountable. Basically this
> > follows the last piece of the first bullet; that the board can basically
> be
> > bad at their job and keep their seats trivially. The members are supposed
> > to care about the board's mission (to support Gentoo!) but in fact most
> > members do nothing and vote once a year when asked (like now!) I suspect
> if
> > a potato was put on the ballot the members would vote for that as a
> trustee
> > if it filled a seat; because they don't care about the foundation working
> > correctly or not provided it continues to fund Infra (nominally one of
> two
> > useful things the Foundation actually does.)
> >
>
> This can be fixed by proper by-laws, but the board has failed to adopt any
> reasonable by-laws to make forward progress.  Also, I think a bit of
> transparency from the board would result in our sister nations
> understanding why
> by-laws and Articles of Incorporation are important.
>
> Many understand the significance of a GLEP, but do not neccasarily
> understand
> the importance/role of by-laws and AoI.
>
> Additionally, I do believe members and devs know the Foundation "holds the
> purse" as they have seen from the purchase of the Nitrokeys to support
> their
> mission.
>
> > - The scope of work done by the Foundation during it's 15 years is
> minimal
> > (trademark defense and funding) and I believe an umbrella organization
> can
> > do both. I concede it limits future options (because once we give assets
> to
> > the umbrella they can only do what is in any agreement we sign.) However,
> > its a risk I'm willing to take given the poor performance of the
> Foundation
> > in the past (and the anticipated poor performance in the future; see
> first
> > two points.)
> >
> > -A
> >
>
> c.f my statement above and consider the performance during this cycle.
>
> Overall, each individual has simply pointed out the financial failures of
> the
> foundation... which I agree with.  However, dissolution has many more
> potential ramifications than benefits.
>
> The majority of failures can simply be fixed by retaining a CPA.
>

If I was convinced we had the support of the community and a board to run
the Foundation for the next 10 years (retaining a CPA, doing other required
duties) I'd not dissolve the Foundation at all. However, I'm not convinced
of that. You might ask "what would it take to convince me" and the answer
is likely more community participation in board matters, elections, etc.
You are one human; but it will take more than one to do this job.


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

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Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Aaron Bauman]

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On Sun, Jul 14, 2019 at 10:04:28AM -0700, Alec Warner wrote:
> On Sun, Jul 14, 2019 at 7:40 AM Aaron Bauman <bman@gentoo.org> wrote:
> 
> > On Sat, Jul 13, 2019 at 07:52:53AM -0700, Alec Warner wrote:

<snip>

> >
> > Can you explain why you ran for election on the platform of dissolving the
> > foundation, in favor of an umbrella, but have not conducted any research
> > into
> > what is required to do so? Presented any definitive options, figures,
> > impacts,
> > etc to the electorate?
> >
> 
> The electorate doesn't care about the details of the foundation. Of the
> 80-odd members, ~30 of them will vote.
> There are 4 people running and 3 seats, so it doesn't take much to get
> elected (as noted earlier in the thread.)
>

So, you have conducted a poll to back that statement?

What if the reasoning of non-interest was simply not to be involved in the mess
that is the tax filings?

> I'm happy to share a proposal at a later date.
>

You said a year ago that you wanted to dissolve. So, why hasn't a proposal been
brought in a year?

> >
> > Is this why you voluntarily put yourself up for re-election during the
> > current
> > cycle?
> >
> 
> I'm not sure what 'this' is referring to, but I agreed with Robin's premise
> which was that if Robin and I stepped aside mid-term it would free up more
> seats and we might have a more vigorous election (as opposed to the usual,
> which is we win by running unopposed.) I also bought into his argument that
> it would be a great opportunity to sweep the board. Three open seats meant
> that if a faction of Gentoo wanted to take control of the Foundation they
> simply needed to find and elect three people and those people would have a
> board majority.
> 

It refers to the previous statement of not having produced a proposal to
dissolve into an umbrella.

> The outcome was 4 candidates for 3 seats, so we get to have an election
> (good!) but still pretty minimal participation from the community :/
>
> >
> > > - The members themselves don't hold anyone accountable. Basically this
> > > follows the last piece of the first bullet; that the board can basically
> > be
> > > bad at their job and keep their seats trivially. The members are supposed
> > > to care about the board's mission (to support Gentoo!) but in fact most
> > > members do nothing and vote once a year when asked (like now!) I suspect
> > if
> > > a potato was put on the ballot the members would vote for that as a
> > trustee
> > > if it filled a seat; because they don't care about the foundation working
> > > correctly or not provided it continues to fund Infra (nominally one of
> > two
> > > useful things the Foundation actually does.)
> > >
> >
> > This can be fixed by proper by-laws, but the board has failed to adopt any
> > reasonable by-laws to make forward progress.  Also, I think a bit of
> > transparency from the board would result in our sister nations
> > understanding why
> > by-laws and Articles of Incorporation are important.
> >
> > Many understand the significance of a GLEP, but do not neccasarily
> > understand
> > the importance/role of by-laws and AoI.
> >
> > Additionally, I do believe members and devs know the Foundation "holds the
> > purse" as they have seen from the purchase of the Nitrokeys to support
> > their
> > mission.
> >
> > > - The scope of work done by the Foundation during it's 15 years is
> > minimal
> > > (trademark defense and funding) and I believe an umbrella organization
> > can
> > > do both. I concede it limits future options (because once we give assets
> > to
> > > the umbrella they can only do what is in any agreement we sign.) However,
> > > its a risk I'm willing to take given the poor performance of the
> > Foundation
> > > in the past (and the anticipated poor performance in the future; see
> > first
> > > two points.)
> > >
> > > -A
> > >
> >
> > c.f my statement above and consider the performance during this cycle.
> >
> > Overall, each individual has simply pointed out the financial failures of
> > the
> > foundation... which I agree with.  However, dissolution has many more
> > potential ramifications than benefits.
> >
> > The majority of failures can simply be fixed by retaining a CPA.
> >
> 
> If I was convinced we had the support of the community and a board to run
> the Foundation for the next 10 years (retaining a CPA, doing other required
> duties) I'd not dissolve the Foundation at all. However, I'm not convinced
> of that. You might ask "what would it take to convince me" and the answer
> is likely more community participation in board matters, elections, etc.
> You are one human; but it will take more than one to do this job.
> 
>

Seems we have more participation now, as you stated.

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

-- 
Cheers,
Aaron

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Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Alec Warner]

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On Sun, Jul 14, 2019 at 10:51 AM Aaron Bauman <bman@gentoo.org> wrote:

> On Sun, Jul 14, 2019 at 10:04:28AM -0700, Alec Warner wrote:
> > On Sun, Jul 14, 2019 at 7:40 AM Aaron Bauman <bman@gentoo.org> wrote:
> >
> > > On Sat, Jul 13, 2019 at 07:52:53AM -0700, Alec Warner wrote:
>
> <snip>
>
> > >
> > > Can you explain why you ran for election on the platform of dissolving
> the
> > > foundation, in favor of an umbrella, but have not conducted any
> research
> > > into
> > > what is required to do so? Presented any definitive options, figures,
> > > impacts,
> > > etc to the electorate?
> > >
> >
> > The electorate doesn't care about the details of the foundation. Of the
> > 80-odd members, ~30 of them will vote.
> > There are 4 people running and 3 seats, so it doesn't take much to get
> > elected (as noted earlier in the thread.)
> >
>
> So, you have conducted a poll to back that statement?
>

I haven not conducted a poll, no.


>
> What if the reasoning of non-interest was simply not to be involved in the
> mess
> that is the tax filings?
>

Then I'd be wrong.


>
> > I'm happy to share a proposal at a later date.
> >
>
> You said a year ago that you wanted to dissolve. So, why hasn't a proposal
> been
> brought in a year?
>

I spent the majority of last year working on the RFP and finding a CPA. One
has been found. It seemed too early to propose articles of dissolution
without financial advise on how to wind down (which we now have.)


>
> > >
> > > Is this why you voluntarily put yourself up for re-election during the
> > > current
> > > cycle?
> > >
> >
> > I'm not sure what 'this' is referring to, but I agreed with Robin's
> premise
> > which was that if Robin and I stepped aside mid-term it would free up
> more
> > seats and we might have a more vigorous election (as opposed to the
> usual,
> > which is we win by running unopposed.) I also bought into his argument
> that
> > it would be a great opportunity to sweep the board. Three open seats
> meant
> > that if a faction of Gentoo wanted to take control of the Foundation they
> > simply needed to find and elect three people and those people would have
> a
> > board majority.
> >
>
> It refers to the previous statement of not having produced a proposal to
> dissolve into an umbrella.
>
> > The outcome was 4 candidates for 3 seats, so we get to have an election
> > (good!) but still pretty minimal participation from the community :/
> >
> > >
> > > > - The members themselves don't hold anyone accountable. Basically
> this
> > > > follows the last piece of the first bullet; that the board can
> basically
> > > be
> > > > bad at their job and keep their seats trivially. The members are
> supposed
> > > > to care about the board's mission (to support Gentoo!) but in fact
> most
> > > > members do nothing and vote once a year when asked (like now!) I
> suspect
> > > if
> > > > a potato was put on the ballot the members would vote for that as a
> > > trustee
> > > > if it filled a seat; because they don't care about the foundation
> working
> > > > correctly or not provided it continues to fund Infra (nominally one
> of
> > > two
> > > > useful things the Foundation actually does.)
> > > >
> > >
> > > This can be fixed by proper by-laws, but the board has failed to adopt
> any
> > > reasonable by-laws to make forward progress.  Also, I think a bit of
> > > transparency from the board would result in our sister nations
> > > understanding why
> > > by-laws and Articles of Incorporation are important.
> > >
> > > Many understand the significance of a GLEP, but do not neccasarily
> > > understand
> > > the importance/role of by-laws and AoI.
> > >
> > > Additionally, I do believe members and devs know the Foundation "holds
> the
> > > purse" as they have seen from the purchase of the Nitrokeys to support
> > > their
> > > mission.
> > >
> > > > - The scope of work done by the Foundation during it's 15 years is
> > > minimal
> > > > (trademark defense and funding) and I believe an umbrella
> organization
> > > can
> > > > do both. I concede it limits future options (because once we give
> assets
> > > to
> > > > the umbrella they can only do what is in any agreement we sign.)
> However,
> > > > its a risk I'm willing to take given the poor performance of the
> > > Foundation
> > > > in the past (and the anticipated poor performance in the future; see
> > > first
> > > > two points.)
> > > >
> > > > -A
> > > >
> > >
> > > c.f my statement above and consider the performance during this cycle.
> > >
> > > Overall, each individual has simply pointed out the financial failures
> of
> > > the
> > > foundation... which I agree with.  However, dissolution has many more
> > > potential ramifications than benefits.
> > >
> > > The majority of failures can simply be fixed by retaining a CPA.
> > >
> >
> > If I was convinced we had the support of the community and a board to run
> > the Foundation for the next 10 years (retaining a CPA, doing other
> required
> > duties) I'd not dissolve the Foundation at all. However, I'm not
> convinced
> > of that. You might ask "what would it take to convince me" and the answer
> > is likely more community participation in board matters, elections, etc.
> > You are one human; but it will take more than one to do this job.
> >
> >
>
> Seems we have more participation now, as you stated.
>
> > >
> > > >
> > > > > --
> > > > > Regards,
> > > > >
> > > > > Roy Bamford
> > > > > (Neddyseagoon) a member of
> > > > > elections
> > > > > gentoo-ops
> > > > > forum-mods
> > > > > arm64
> > >
> > > --
> > > Cheers,
> > > Aaron
> > >
>
> --
> Cheers,
> Aaron
>

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Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Aaron Bauman]

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On Sun, Jul 14, 2019 at 10:56:36AM -0700, Alec Warner wrote:
> On Sun, Jul 14, 2019 at 10:51 AM Aaron Bauman <bman@gentoo.org> wrote:
> 
> > On Sun, Jul 14, 2019 at 10:04:28AM -0700, Alec Warner wrote:
> > > On Sun, Jul 14, 2019 at 7:40 AM Aaron Bauman <bman@gentoo.org> wrote:
> > >
> > > > On Sat, Jul 13, 2019 at 07:52:53AM -0700, Alec Warner wrote:
> >
> > <snip>
> >
> > > >
> > > > Can you explain why you ran for election on the platform of dissolving
> > the
> > > > foundation, in favor of an umbrella, but have not conducted any
> > research
> > > > into
> > > > what is required to do so? Presented any definitive options, figures,
> > > > impacts,
> > > > etc to the electorate?
> > > >
> > >
> > > The electorate doesn't care about the details of the foundation. Of the
> > > 80-odd members, ~30 of them will vote.
> > > There are 4 people running and 3 seats, so it doesn't take much to get
> > > elected (as noted earlier in the thread.)
> > >
> >
> > So, you have conducted a poll to back that statement?
> >
> 
> I haven not conducted a poll, no.
> 
> 
> >
> > What if the reasoning of non-interest was simply not to be involved in the
> > mess
> > that is the tax filings?
> >
> 
> Then I'd be wrong.
> 
> 
> >
> > > I'm happy to share a proposal at a later date.
> > >
> >
> > You said a year ago that you wanted to dissolve. So, why hasn't a proposal
> > been
> > brought in a year?
> >
> 
> I spent the majority of last year working on the RFP and finding a CPA. One
> has been found. It seemed too early to propose articles of dissolution
> without financial advise on how to wind down (which we now have.)
> 
>

Yes, thanks to Matthew for finding a CPA.

-- 
Cheers,
Aaron

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Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Robin H. Johnson]

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On Sat, Jul 13, 2019 at 01:18:29PM +0100, Roy Bamford wrote:
> On 2019.07.13 13:12, Roy Bamford wrote:
> > Team,
> > 
> > This is a meta topic to collect Questions For Gentoo Foundation
> > Trustee Candidates together.
> 
> We have several candidates with a declared platform of dissolving 
> the Gentoo foundation.
> 
> 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).

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.

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.

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.

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.

- Remain a for-profit entity
- Apply to convert from for-profit to non-profit 501(c)(3)
- Apply to convert from for-profit to non-profit 501(c)(6)
- 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 Conservancy (SFC)
- Dissolve the existing entity AND Join Umbrella: Linux Foundation (LF)
- Dissolve the existing entity AND Join Umbrella: ... (list of every umbrella that is compatible with us joining)
- Dissolve the existing entity AND donate the assets to some non-profit
- Reopen research & voting

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

> 2. Will all candidates explain the reasoning supporting their position
> on their future plans for the existence (or otherwise) of the Foundation. 
On the above questions, my answers:
Q1: 
No voluntary backfiling [I don't have the time for it, another person will need to work with the CPA on it]

Q2: 
- 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)

Q3: Yes

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).

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. 

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.

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.

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.

[1] You're asking now, which copyright? The Gentoo CDs that Daniel Robbins
once registered with the US Patent & Trademark office, as part of the
copyright recordation process, in support of the Gentoo trademarks.
Gentoo Technologies Inc claimed that copyright, and it was transfered to
the Foundation. It leaves the mess however that developers might not
have assigned copyright to Gentoo Technologies Inc, so it's clear what
is actually covered, and to what degree it's valid.

-- 
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] Questions For Gentoo Foundation Trustee Candidates

[Aaron Bauman]

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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,
> > > 
> > > This is a meta topic to collect Questions For Gentoo Foundation
> > > Trustee Candidates together.
> > 
> > We have several candidates with a declared platform of dissolving 
> > the Gentoo foundation.
> > 
> > 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 pursued
their research of the umbrellas. It is important to note that those supporting
such a course of action should conduct this research. No, this is not a matter
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.
> 
> 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.
> 
> 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.
> 

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 should
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.
> 
> - 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 not
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 Conservancy (SFC)
> - Dissolve the existing entity AND Join Umbrella: Linux Foundation (LF)
> - Dissolve the existing entity AND Join Umbrella: ... (list of every umbrella 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
> 
> 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
> 

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 endstates
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 Foundation. 
> On the above questions, my answers:
> Q1: 
> No voluntary backfiling [I don't have the time for it, another person will need to work with the CPA on it]
> 

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 make
purchases etc. 

e.g. buy a thing, send receipts to CPA.  Done.  This is not complex, as they
crunch the numbers.

> Q2: 
> - 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)
> 
> Q3: Yes
> 
> 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).
> 

As I stated above, the CPA should be retained by the board. Also, "expensive" 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. 
>

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 the
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.
> 
> 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.
> 
> 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.
> 

How have you found certainty in their motives?

-- 
Cheers,
Aaron

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Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Robin H. Johnson]

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On Sun, Jul 14, 2019 at 10:32:29AM -0400, Aaron Bauman wrote:
> > 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 pursued
> their research of the umbrellas. It is important to note that those supporting
> such a course of action should conduct this research. No, this is not a matter
> of "due diligence" for members of the baord who do not support such a move to
> undertake.
All of the prior research needs to be collected into one place. This
includes trustee discussions with Umbrellas (including my own
discussions about finances with SFC & SPI), as well as council
discussions, and non-council-non-trustee discussions (there was at least
one dev that approached an umbrella directly).

This includes all of the ongoing costs that we have, as well as any
costs that would be incurred in various transition states:
- dissolution
- reformation of new nonprofit of different types
- as members of an umbrella nonprofit

I didn't volunteer you to research the costs of the umbrella itself, but
I did ask your help in costs that would be incurred in other situations.
E.g. your hypothetical 501(c)(3) org would still need the trademark
transfers, as well as paying for book-keeping & tax preparation
services.

> > 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.
> 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 should
> be notified of how these things are being handled, what the significance is, and
> how each course of action was considered.
Intent matters here. If you have a voluntary filing, what do your
personal code of ethics say about it? "Always do every optional thing"
vs "do only what's actually required"

> > 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.
> > 
> > - 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 not
> change how we should proceed nor set a precedent for "remaining" a in a
> for-profit status.
It's entirely possible to exist as a legal for-profit entity, but
operate entirely under non-profit principles, with the caveat that
you're being "good" and paying tax even when you could be exempt, and
that any donations you receive are entirely voluntary and the donors
cannot claim charitable contributions for them (I expect somebody might
accuse me of being a socialist with this description).

Article III of Incorporation:
"The Corporation is organized and at all times shall be operated, on a
non-profit basis ..."

> > - Apply to convert from for-profit to non-profit 501(c)(3)
> This is dependent on filing the additional 6 years.
No, it doesn't require filing the 6 years.
The CPA stated that the IRS _might_ decide to require the 6 years after
the initial filings, and that the CPA's specific advice was to NOT
initially file those further 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.
The charitable donations only really apply for tax residents of the USA.
Very few countries permit cross-border charitable donations like this
(Canada for example permits it only if you earn a US income or the
recipient is certain universities).

For the FY2019 that just closed, as a quick analysis, our paypal gross
donations is approximately USD 15400.00. Of that, at least USD 9000 came
from non-US sources.

Lobbying is a broad definition: encouraging usage of Gentoo can be
construed as Lobbying.

At a broader level in IRS definitions:
501(c)(3)
Operated exclusively for charitable, educational, religious, literary,
or scientific purposes
501(c)(6)
Operated to promote a common business interest, and to improve business
conditions in the industry

Is Gentoo Linux a:
- charitable purpose: no
- educational purpose: no
- religious purpose: no
- literary purpose: no
- scientific purpose: no
- common business interest: YES

It's on this basis that the IRS has denied 501(c)(3) existence to other
organizations who produce "general purpose software". The Open Source
Institute HAS written about this before in depth:
https://opensource.org/node/840

Also please strongly note their closing:
"Any FOSS project considering whether to incorporate or to apply for
tax-exempt status should seek the advice of an attorney experienced with
the laws and regulations applicable to exempt organizations."

> > - 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 Conservancy (SFC)
> > - Dissolve the existing entity AND Join Umbrella: Linux Foundation (LF)
> > - Dissolve the existing entity AND Join Umbrella: ... (list of every umbrella 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.
Raised under that premise is different from being restricted to that
purpose by law. We have no donor-restricted funds as recognized by the
IRS [1]. I can speak canonically on that, as the Treasurer, and required
to keep track of any fund restrictions.

[1] https://www.investopedia.com/terms/r/restricted-fund.asp

> How that that grew to $100k is troubling...
This option was intended as a nuclear variant, for those in the
community that think the Foundation should just "go away (TM)".
I certainly don't support it myself, but I feel it's important to gauge
what the electorate think of it.

> > - Reopen research & voting
> > 
> > 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
> > 
> 
> 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 endstates
> is not proper or responsible.
The two questions can be reformulated:
- do you support the dissolution of the Foundation
  - NO => fix existing entity
  - YES => see next question
- what should the outcome of the assets be? (new
  nonprofit, umbrella, donation to nonprofit)

> 
> > > 2. Will all candidates explain the reasoning supporting their position
> > > on their future plans for the existence (or otherwise) of the Foundation. 
> > On the above questions, my answers:
> > Q1: 
> > No voluntary backfiling [I don't have the time for it, another person will need to work with the CPA on it]
> > 
> 
> 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 make
> purchases etc. 
> 
> e.g. buy a thing, send receipts to CPA.  Done.  This is not complex, as they
> crunch the numbers.
The CPA is not a book-keeper. We have retained the CPA for tax
preparation services ONLY. 

We could pay to retain book-keeping services (>$200/month), keep trying
to do it ourselves, or it would be done by the Umbrella.



> 
> > Q2: 
> > - 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)
> > 
> > Q3: Yes
> > 
> > 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).
> > 
> 
> As I stated above, the CPA should be retained by the board. Also, "expensive" is
> relative considering the current state of the foundations finances. We have
> money... lots of it relative to our needs.
If the book-keeping costs $250/mo, and tax preparation is $1500/year,
that's already $4500/year just for preparation, before any filing costs.

Our gross income on leaner years is around $15000/year, so we'd be
spending nearly a third of our income just on preparation costs.

> > 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. 
> 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 the
> same by-laws and Articles of Incorporation from umbrella $X.
> 
> *No*, a contract will not fix this.
Why not ask other large projects if they feel that belonging to an
umbrella has impacted what they can do? 
Git under the SFC, Debian under the SPI, or any of the other members in
large umbrellas. It matters a lot here what the umbrella is. That's why
I don't personally feel that the Linux Foundation would be a good
Umbrella for us to join.
SPI & SFC on the other hand have a much better understanding of what
Gentoo's nature is.

> > 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.
> How have you found certainty in their motives?
The Linux Foundation's bylaws are 501(c)(6) and pay-for-voting-rights.
SPI & SFC are 501(c)(3) with focus on the actual projects.

-- 
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] Questions For Gentoo Foundation Trustee Candidates

[Rich Freeman]

On Sun, Jul 14, 2019 at 3:25 PM Robin H. Johnson <robbat2@gentoo.org> wrote:
>
> On Sun, Jul 14, 2019 at 10:32:29AM -0400, Aaron Bauman wrote:
> > 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 should
> > be notified of how these things are being handled, what the significance is, and
> > how each course of action was considered.
> Intent matters here. If you have a voluntary filing, what do your
> personal code of ethics say about it? "Always do every optional thing"
> vs "do only what's actually required"

Honestly, if people care about which option is chosen, they should
vote for candidates who already support that option, and if there
aren't enough of those running they should consider running
themselves.

IMO it makes no sense to elect a bunch of people who are enthusiastic
about option A, and then tell them that they have to run the
organization using option B.  That seems like a great way to end up
having everything done to the minimum requirements, if that.

If the general membership want things done a certain way, they ought
to elect a board that is enthusiastic about doing things in that
manner, that way it actually gets done properly.

-- 
Rich

Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Michael Everitt]

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On 14/07/19 20:43, Rich Freeman wrote:
> On Sun, Jul 14, 2019 at 3:25 PM Robin H. Johnson <robbat2@gentoo.org> wrote:
>> On Sun, Jul 14, 2019 at 10:32:29AM -0400, Aaron Bauman wrote:
>>> 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 should
>>> be notified of how these things are being handled, what the significance is, and
>>> how each course of action was considered.
>> Intent matters here. If you have a voluntary filing, what do your
>> personal code of ethics say about it? "Always do every optional thing"
>> vs "do only what's actually required"
> Honestly, if people care about which option is chosen, they should
> vote for candidates who already support that option, and if there
> aren't enough of those running they should consider running
> themselves.
>
> IMO it makes no sense to elect a bunch of people who are enthusiastic
> about option A, and then tell them that they have to run the
> organization using option B.  That seems like a great way to end up
> having everything done to the minimum requirements, if that.
>
> If the general membership want things done a certain way, they ought
> to elect a board that is enthusiastic about doing things in that
> manner, that way it actually gets done properly.
>
It would appear that, for whatever reason, that is either impossible or
undesired .. I leave it to the readers to decide which.

However, it would be rather nice if this wasn't actually the case ...


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Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Michael Everitt]

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On 14/07/19 20:25, Robin H. Johnson wrote [as excerpted]:
>
>>> - 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.
> The charitable donations only really apply for tax residents of the USA.
> Very few countries permit cross-border charitable donations like this
> (Canada for example permits it only if you earn a US income or the
> recipient is certain universities).
>
> For the FY2019 that just closed, as a quick analysis, our paypal gross
> donations is approximately USD 15400.00. Of that, at least USD 9000 came
> from non-US sources.
>
> Lobbying is a broad definition: encouraging usage of Gentoo can be
> construed as Lobbying.
>
> At a broader level in IRS definitions:
> 501(c)(3)
> Operated exclusively for charitable, educational, religious, literary,
> or scientific purposes
> 501(c)(6)
> Operated to promote a common business interest, and to improve business
> conditions in the industry
>
> Is Gentoo Linux a:
> - charitable purpose: no
> - educational purpose: no
> - religious purpose: no
> - literary purpose: no
> - scientific purpose: no
> - common business interest: YES
>
> It's on this basis that the IRS has denied 501(c)(3) existence to other
> organizations who produce "general purpose software". The Open Source
> Institute HAS written about this before in depth:
> https://opensource.org/node/840
>
> Also please strongly note their closing:
> "Any FOSS project considering whether to incorporate or to apply for
> tax-exempt status should seek the advice of an attorney experienced with
> the laws and regulations applicable to exempt organizations."
>
>
First and foremost, IANAL, etc.

I personally hold an Amateur Radio license, and the purpose for which I am
entitled to make radio transmissions is stated explicitly as 'educational
use'. It is to share the knowledge and experience of the technology used,
and not for broadcast purposes, or any other purposes (including emergency
use, although the RAYNET organisation likely has some discretion here).

I would argue that Gentoo is used for Educational means .. and I'm sure
I've seen it documented such, that it is to encourage it's users to learn
about software and computer systems, and how they may be used. I believe
that Gentoo is in a relatively unique position amongst distributions, as a
meta-distribution on which others are based, not to need to emphasise the
exclusive use of the software within it as it's only application.

I'm honestly not sure that you could even consider that devs actually
'lobby' for it's use .. that would tend to imply some organised action, and
I would still argue that what they were actually doing was simply promoting
the features of the distribution and not insisting on its use. That is
certainly my experience from eg. FOSDEM, and I would imagine that is the
case elsewhere too.

As initially stated, I am certainly not an expert on US or tax laws, but
that would be my reading of the organisation as it stands today.


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Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Aaron Bauman]

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On Sun, Jul 14, 2019 at 08:53:31PM +0100, Michael Everitt wrote:
> On 14/07/19 20:25, Robin H. Johnson wrote [as excerpted]:
> >
> >>> - 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.
> > The charitable donations only really apply for tax residents of the USA.
> > Very few countries permit cross-border charitable donations like this
> > (Canada for example permits it only if you earn a US income or the
> > recipient is certain universities).
> >
> > For the FY2019 that just closed, as a quick analysis, our paypal gross
> > donations is approximately USD 15400.00. Of that, at least USD 9000 came
> > from non-US sources.
> >
> > Lobbying is a broad definition: encouraging usage of Gentoo can be
> > construed as Lobbying.
> >
> > At a broader level in IRS definitions:
> > 501(c)(3)
> > Operated exclusively for charitable, educational, religious, literary,
> > or scientific purposes
> > 501(c)(6)
> > Operated to promote a common business interest, and to improve business
> > conditions in the industry
> >
> > Is Gentoo Linux a:
> > - charitable purpose: no
> > - educational purpose: no
> > - religious purpose: no
> > - literary purpose: no
> > - scientific purpose: no
> > - common business interest: YES
> >
> > It's on this basis that the IRS has denied 501(c)(3) existence to other
> > organizations who produce "general purpose software". The Open Source
> > Institute HAS written about this before in depth:
> > https://opensource.org/node/840
> >
> > Also please strongly note their closing:
> > "Any FOSS project considering whether to incorporate or to apply for
> > tax-exempt status should seek the advice of an attorney experienced with
> > the laws and regulations applicable to exempt organizations."
> >
> >
> First and foremost, IANAL, etc.
> 
> I personally hold an Amateur Radio license, and the purpose for which I am
> entitled to make radio transmissions is stated explicitly as 'educational
> use'. It is to share the knowledge and experience of the technology used,
> and not for broadcast purposes, or any other purposes (including emergency
> use, although the RAYNET organisation likely has some discretion here).
> 
> I would argue that Gentoo is used for Educational means .. and I'm sure
> I've seen it documented such, that it is to encourage it's users to learn
> about software and computer systems, and how they may be used. I believe
> that Gentoo is in a relatively unique position amongst distributions, as a
> meta-distribution on which others are based, not to need to emphasise the
> exclusive use of the software within it as it's only application.
> 
> I'm honestly not sure that you could even consider that devs actually
> 'lobby' for it's use .. that would tend to imply some organised action, and
> I would still argue that what they were actually doing was simply promoting
> the features of the distribution and not insisting on its use. That is
> certainly my experience from eg. FOSDEM, and I would imagine that is the
> case elsewhere too.
> 
> As initially stated, I am certainly not an expert on US or tax laws, but
> that would be my reading of the organisation as it stands today.
> 

"lobbying" was simply in refernece to political lobbying which is much more
permissive under a 501c6.

Yes, you are correct, we could easily justify educational as a reason to gain
tax-exempt status.

As I stated in reply to another thread, this can be seen, as a precedent, in
public filings of other Linux distros, umbrellas, etc.


-- 
Cheers,
Aaron

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Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Aaron Bauman]

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On Sun, Jul 14, 2019 at 07:25:48PM +0000, Robin H. Johnson wrote:
> On Sun, Jul 14, 2019 at 10:32:29AM -0400, Aaron Bauman wrote:
> > > 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 pursued
> > their research of the umbrellas. It is important to note that those supporting
> > such a course of action should conduct this research. No, this is not a matter
> > of "due diligence" for members of the baord who do not support such a move to
> > undertake.
> All of the prior research needs to be collected into one place. This
> includes trustee discussions with Umbrellas (including my own
> discussions about finances with SFC & SPI), as well as council
> discussions, and non-council-non-trustee discussions (there was at least
> one dev that approached an umbrella directly).
> 
> This includes all of the ongoing costs that we have, as well as any
> costs that would be incurred in various transition states:
> - dissolution
> - reformation of new nonprofit of different types
> - as members of an umbrella nonprofit
> 
> I didn't volunteer you to research the costs of the umbrella itself, but
> I did ask your help in costs that would be incurred in other situations.
> E.g. your hypothetical 501(c)(3) org would still need the trademark
> transfers, as well as paying for book-keeping & tax preparation
> services.
>

Yes, I am preparing these now.  We know the yearly fee would be $1500 for CPA
services.  The one-off costs of transferring assets/trademarks will be sent out
soon.

> > > 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.
> > 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 should
> > be notified of how these things are being handled, what the significance is, and
> > how each course of action was considered.
> Intent matters here. If you have a voluntary filing, what do your
> personal code of ethics say about it? "Always do every optional thing"
> vs "do only what's actually required"
> 

My personal ethics don't really matter. If the IRS requires the additional 6 to
gain exemption then they do.  If not, then they don't. 

My *personal* experience tells me that they will require the additional 6 years.

> > > 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.
> > > 
> > > - 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 not
> > change how we should proceed nor set a precedent for "remaining" a in a
> > for-profit status.
> It's entirely possible to exist as a legal for-profit entity, but
> operate entirely under non-profit principles, with the caveat that
> you're being "good" and paying tax even when you could be exempt, and
> that any donations you receive are entirely voluntary and the donors
> cannot claim charitable contributions for them (I expect somebody might
> accuse me of being a socialist with this description).
> 

Why would we do that?

> Article III of Incorporation:
> "The Corporation is organized and at all times shall be operated, on a
> non-profit basis ..."
> 
> > The 501c6 idea justs needs to go away.
> The charitable donations only really apply for tax residents of the USA.
> Very few countries permit cross-border charitable donations like this
> (Canada for example permits it only if you earn a US income or the
> recipient is certain universities).
>

So, the justification to choose identify as a business league is based on
residence of members?  I don't see the logic and it doesn't change that a 501c6
does not fit our purpose.

> For the FY2019 that just closed, as a quick analysis, our paypal gross
> donations is approximately USD 15400.00. Of that, at least USD 9000 came
> from non-US sources.
> 
> Lobbying is a broad definition: encouraging usage of Gentoo can be
> construed as Lobbying.
> 
> At a broader level in IRS definitions:
> 501(c)(3)
> Operated exclusively for charitable, educational, religious, literary,
> or scientific purposes
> 501(c)(6)
> Operated to promote a common business interest, and to improve business
> conditions in the industry
> 
> Is Gentoo Linux a:
> - charitable purpose: no
> - educational purpose: no

Educational, yes. If you want examples then look at the public filings of SPI,
SFC, etc.

> - religious purpose: no
> - literary purpose: no
> - scientific purpose: no

Scientific, yes. c.f. public filings of said companies above for an example

> - common business interest: YES
> 

No... see [1].

> > 
> > 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.
> Raised under that premise is different from being restricted to that
> purpose by law. We have no donor-restricted funds as recognized by the
> IRS [1]. I can speak canonically on that, as the Treasurer, and required
> to keep track of any fund restrictions.
>

You are correct, but my point was that donating those funds outside of Gentoo
goes against the purpose of why they were raised. This is not a law
interpretation or problem, it is a problem of raising money *for* Gentoo and
then donating it elsewhere.

> > 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 endstates
> > is not proper or responsible.
> The two questions can be reformulated:
> - do you support the dissolution of the Foundation
>   - NO => fix existing entity
>   - YES => see next question
> - what should the outcome of the assets be? (new
>   nonprofit, umbrella, donation to nonprofit)
>

The electorate needs to decide on fixed actions based on the proposal from the
board. Otherwise, we will never reach a decision due to the disparity in the
questions.

> > 
> > > > 2. Will all candidates explain the reasoning supporting their position
> > > > on their future plans for the existence (or otherwise) of the Foundation. 
> > > On the above questions, my answers:
> > > Q1: 
> > > No voluntary backfiling [I don't have the time for it, another person will need to work with the CPA on it]
> > > 
> > 
> > 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 make
> > purchases etc. 
> > 
> > e.g. buy a thing, send receipts to CPA.  Done.  This is not complex, as they
> > crunch the numbers.
> The CPA is not a book-keeper. We have retained the CPA for tax
> preparation services ONLY. 
> 
> We could pay to retain book-keeping services (>$200/month), keep trying
> to do it ourselves, or it would be done by the Umbrella.
> 
> 

Wait, so the Certified Public Accountant doesn't do book keeping?  Or are you
simply trying to state that we only paid them to file tax paperwork?

If the latter then great... if the former then you should revisit what a CPA is
in the United States.

> 
> > 
> > > Q2: 
> > > - 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)
> > > 
> > > Q3: Yes
> > > 
> > > 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).
> > > 
> > 
> > As I stated above, the CPA should be retained by the board. Also, "expensive" is
> > relative considering the current state of the foundations finances. We have
> > money... lots of it relative to our needs.
> If the book-keeping costs $250/mo, and tax preparation is $1500/year,
> that's already $4500/year just for preparation, before any filing costs.
> 
> Our gross income on leaner years is around $15000/year, so we'd be
> spending nearly a third of our income just on preparation costs.
> 

I will ping the CPA to find out an estimate for retaining CorpCap for all
services.

[1]: https://www.irs.gov/charities-non-profits/other-non-profits/examples-of-common-business-interests

-- 
Cheers,
Aaron

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Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Robin H. Johnson]

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On Sun, Jul 14, 2019 at 04:20:49PM -0400, Aaron Bauman wrote:
> > > > Question 1:
> > > > - Should the Foundation do voluntary OPTIONAL backfiling to the IRS?
> > > > Yes, No
> My personal ethics don't really matter. If the IRS requires the additional 6 to
> gain exemption then they do.  If not, then they don't. 
> 
> My *personal* experience tells me that they will require the additional 6 years.
So you'll gamble on it and wait for them to ask.

> > > > - 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 not
> > > change how we should proceed nor set a precedent for "remaining" a in a
> > > for-profit status.
> > It's entirely possible to exist as a legal for-profit entity, but
> > operate entirely under non-profit principles, with the caveat that
> > you're being "good" and paying tax even when you could be exempt, and
> > that any donations you receive are entirely voluntary and the donors
> > cannot claim charitable contributions for them (I expect somebody might
> > accuse me of being a socialist with this description).
> > 
> Why would we do that?
I gather that it's very uncommon amongst the US business models, but I
have encountered it elsewhere. It was behind some of the founding
principles for Certified B Corporations, that I'd summarize as "Do good
without being forced to do so" by law.

> > Article III of Incorporation:
> > "The Corporation is organized and at all times shall be operated, on a
> > non-profit basis ..."
> > 
> > > The 501c6 idea justs needs to go away.
> > The charitable donations only really apply for tax residents of the USA.
> > Very few countries permit cross-border charitable donations like this
> > (Canada for example permits it only if you earn a US income or the
> > recipient is certain universities).
> So, the justification to choose identify as a business league is based on
> residence of members?  I don't see the logic and it doesn't change that a 501c6
> does not fit our purpose.
You propose that we take additional restrictions of what we can do just
so that we might increase US donations due to them being charitable?

> > For the FY2019 that just closed, as a quick analysis, our paypal gross
> > donations is approximately USD 15400.00. Of that, at least USD 9000 came
> > from non-US sources.
> > 
> > Lobbying is a broad definition: encouraging usage of Gentoo can be
> > construed as Lobbying.
> > 
> > At a broader level in IRS definitions:
> > 501(c)(3)
> > Operated exclusively for charitable, educational, religious, literary,
> > or scientific purposes
> > 501(c)(6)
> > Operated to promote a common business interest, and to improve business
> > conditions in the industry
> > 
> > Is Gentoo Linux a:
> > - charitable purpose: no
> > - educational purpose: no
> Educational, yes. If you want examples then look at the public filings of SPI,
> SFC, etc.
> > - religious purpose: no
> > - literary purpose: no
> > - scientific purpose: no
> Scientific, yes. c.f. public filings of said companies above for an example
What filings are you referring to? Please do also note that each of
these 'purpose' types have specific definitions to the IRS.

Neither Scientific nor Education appear in the PURPOSE of the SFC's
bylaws (which are articles of incorporation as well):
https://sfconservancy.org/docs/conservancy_by-laws.pdf

The SPI's bylaws only mention Education halfway down their PURPOSE, and
in an oblique way:
https://www.spi-inc.org/corporate/by-laws/
"to provide information and education regarding the proper use of the
Internet;"

> > - common business interest: YES
> > 
> No... see [1].
Promoting the use of Gentoo Linux as a common business interest between
the members.

The Linux Foundation 501(c)(6) PURPOSE on the other hand:
https://www.linuxfoundation.org/bylaws/
"The purposes of this corporation include promoting, protecting, and
standardizing Linux and open source software."

Gentoo's existing stated PURPOSE in the Articles of Incorporation, for
reference:
"The Corporation is organized and at all times shall be operated, on a
non-profit basis exclusive far the advancement and education and
promotion of software development in an open environment." (including
the spelling error).

> > > 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.
> > Raised under that premise is different from being restricted to that
> > purpose by law. We have no donor-restricted funds as recognized by the
> > IRS [1]. I can speak canonically on that, as the Treasurer, and required
> > to keep track of any fund restrictions.
> You are correct, but my point was that donating those funds outside of Gentoo
> goes against the purpose of why they were raised. This is not a law
> interpretation or problem, it is a problem of raising money *for* Gentoo and
> then donating it elsewhere.
I'd donate it to an umbrella and place a donor-restriction on it,
telling them to promote Gentoo things with it ;-).

> 
> > > 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 endstates
> > > is not proper or responsible.
> > The two questions can be reformulated:
> > - do you support the dissolution of the Foundation
> >   - NO => fix existing entity
> >   - YES => see next question
> > - what should the outcome of the assets be? (new
> >   nonprofit, umbrella, donation to nonprofit)
> The electorate needs to decide on fixed actions based on the proposal from the
> board. Otherwise, we will never reach a decision due to the disparity in the
> questions.
We're going to agree to disagree here then. In that case we can hold off
on the explicit support until we have an absolute plan that will work
(the result of the ranked choice).

> > The CPA is not a book-keeper. We have retained the CPA for tax
> > preparation services ONLY. 
> > 
> > We could pay to retain book-keeping services (>$200/month), keep trying
> > to do it ourselves, or it would be done by the Umbrella.
> Wait, so the Certified Public Accountant doesn't do book keeping?  Or are you
> simply trying to state that we only paid them to file tax paperwork?
> 
> If the latter then great... if the former then you should revisit what a CPA is
> in the United States.
Exactly what I said before: "We have retained the CPA for tax
preparation services ONLY".  My statement before that, "The CPA is not a
book-keeper" could have been worded in more detail "The CPA is not _our_
book-keeper."

The quote that the CPA provided, of $1500/year, does not include
any book-keeping at all. The book-keeping they would provide would not
be in open formats keeping with our social contract.

The CPA did review the financial statements I prepared, and beyond due
diligence requests to verify numbers (the trustee email you've seen
asking for copies of specific bank statements and reconciliation
records), they are being used to prepare filings.

If the foundation were to retain book-keeping services, I'd want it to
be kept in open formats per the social contract, and try to find
somewhere cheaper to do it (possibly excess capacity from the SFC's new
book-keeper, who is also not a CPA).

> I will ping the CPA to find out an estimate for retaining CorpCap for all
> services.
They'll probably decline until they see more of the paypal transaction
data, and even then we aren't going to get something in open formats.

-- 
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] Questions For Gentoo Foundation Trustee Candidates

[Aaron Bauman]

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On Mon, Jul 15, 2019 at 02:09:47AM +0000, Robin H. Johnson wrote:
> On Sun, Jul 14, 2019 at 04:20:49PM -0400, Aaron Bauman wrote:
> > > > > Question 1:
> > > > > - Should the Foundation do voluntary OPTIONAL backfiling to the IRS?
> > > > > Yes, No
> > My personal ethics don't really matter. If the IRS requires the additional 6 to
> > gain exemption then they do.  If not, then they don't. 
> > 
> > My *personal* experience tells me that they will require the additional 6 years.
> So you'll gamble on it and wait for them to ask.
>

I don't know how this would be considered a "gamble."  Either the IRS does or
doesn't require something.

If the 4 years of filing put us in good standing as far as back-taxes then
great.

If not, we will need to file $X years that the IRS asks for.

The CPA has stated that it is only likely we will need to file the additional 6
years to gain tax-exemption status.

Conversely, if the 4 years "pays our dues" to the IRS then we are much better
off starting a new entity with proper history and books.

> > > > > - 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 not
> > > > change how we should proceed nor set a precedent for "remaining" a in a
> > > > for-profit status.
> > > It's entirely possible to exist as a legal for-profit entity, but
> > > operate entirely under non-profit principles, with the caveat that
> > > you're being "good" and paying tax even when you could be exempt, and
> > > that any donations you receive are entirely voluntary and the donors
> > > cannot claim charitable contributions for them (I expect somebody might
> > > accuse me of being a socialist with this description).
> > > 
> > Why would we do that?
> I gather that it's very uncommon amongst the US business models, but I
> have encountered it elsewhere. It was behind some of the founding
> principles for Certified B Corporations, that I'd summarize as "Do good
> without being forced to do so" by law.
> 

I supplied a reference defining what a "business league" is considered by the
IRS. It does not fit our purpose.

> > > Article III of Incorporation:
> > > "The Corporation is organized and at all times shall be operated, on a
> > > non-profit basis ..."
> > > 
> > > > The 501c6 idea justs needs to go away.
> > > The charitable donations only really apply for tax residents of the USA.
> > > Very few countries permit cross-border charitable donations like this
> > > (Canada for example permits it only if you earn a US income or the
> > > recipient is certain universities).
> > So, the justification to choose identify as a business league is based on
> > residence of members?  I don't see the logic and it doesn't change that a 501c6
> > does not fit our purpose.
> You propose that we take additional restrictions of what we can do just
> so that we might increase US donations due to them being charitable?
> 
> > > For the FY2019 that just closed, as a quick analysis, our paypal gross
> > > donations is approximately USD 15400.00. Of that, at least USD 9000 came
> > > from non-US sources.
> > > 
> > > Lobbying is a broad definition: encouraging usage of Gentoo can be
> > > construed as Lobbying.
> > > 
> > > At a broader level in IRS definitions:
> > > 501(c)(3)
> > > Operated exclusively for charitable, educational, religious, literary,
> > > or scientific purposes
> > > 501(c)(6)
> > > Operated to promote a common business interest, and to improve business
> > > conditions in the industry
> > > 
> > > Is Gentoo Linux a:
> > > - charitable purpose: no
> > > - educational purpose: no
> > Educational, yes. If you want examples then look at the public filings of SPI,
> > SFC, etc.
> > > - religious purpose: no
> > > - literary purpose: no
> > > - scientific purpose: no
> > Scientific, yes. c.f. public filings of said companies above for an example
> What filings are you referring to? Please do also note that each of
> these 'purpose' types have specific definitions to the IRS.
> 
> Neither Scientific nor Education appear in the PURPOSE of the SFC's
> bylaws (which are articles of incorporation as well):
> https://sfconservancy.org/docs/conservancy_by-laws.pdf
> 

It is not in the by-laws. It is in their public filings.  That is, their IRS
forms.

> The SPI's bylaws only mention Education halfway down their PURPOSE, and
> in an oblique way:
> https://www.spi-inc.org/corporate/by-laws/
> "to provide information and education regarding the proper use of the
> Internet;"
> 

Reference their actual filings.  Not by-laws.

> > > - common business interest: YES
> > > 
> > No... see [1].
> Promoting the use of Gentoo Linux as a common business interest between
> the members.
> 
> The Linux Foundation 501(c)(6) PURPOSE on the other hand:
> https://www.linuxfoundation.org/bylaws/
> "The purposes of this corporation include promoting, protecting, and
> standardizing Linux and open source software."
> 
> Gentoo's existing stated PURPOSE in the Articles of Incorporation, for
> reference:
> "The Corporation is organized and at all times shall be operated, on a
> non-profit basis exclusive far the advancement and education and
> promotion of software development in an open environment." (including
> the spelling error).
> 

Yes, the LF has a more "business league" like purpose hence the 501c6 standing.
If you look at their public IRS filing you will most likely see they have
defined it as a business league (I have not looked at them yet).

> > > > 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.
> > > Raised under that premise is different from being restricted to that
> > > purpose by law. We have no donor-restricted funds as recognized by the
> > > IRS [1]. I can speak canonically on that, as the Treasurer, and required
> > > to keep track of any fund restrictions.
> > You are correct, but my point was that donating those funds outside of Gentoo
> > goes against the purpose of why they were raised. This is not a law
> > interpretation or problem, it is a problem of raising money *for* Gentoo and
> > then donating it elsewhere.
> I'd donate it to an umbrella and place a donor-restriction on it,
> telling them to promote Gentoo things with it ;-).
> 

That sounds reasonable.

> > 
> > > > 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 endstates
> > > > is not proper or responsible.
> > > The two questions can be reformulated:
> > > - do you support the dissolution of the Foundation
> > >   - NO => fix existing entity
> > >   - YES => see next question
> > > - what should the outcome of the assets be? (new
> > >   nonprofit, umbrella, donation to nonprofit)
> > The electorate needs to decide on fixed actions based on the proposal from the
> > board. Otherwise, we will never reach a decision due to the disparity in the
> > questions.
> We're going to agree to disagree here then. In that case we can hold off
> on the explicit support until we have an absolute plan that will work
> (the result of the ranked choice).
> 

I have only started these discussions to hopefully get us to a choice soonest.
As the CPA advised, it would be wise to start *now* on whichever path is chosen
by the board and the electorate.

The paperwork required to transfer assets/trademarks is not fun and will take
quite some time.

> > > The CPA is not a book-keeper. We have retained the CPA for tax
> > > preparation services ONLY. 
> > > 
> > > We could pay to retain book-keeping services (>$200/month), keep trying
> > > to do it ourselves, or it would be done by the Umbrella.
> > Wait, so the Certified Public Accountant doesn't do book keeping?  Or are you
> > simply trying to state that we only paid them to file tax paperwork?
> > 
> > If the latter then great... if the former then you should revisit what a CPA is
> > in the United States.
> Exactly what I said before: "We have retained the CPA for tax
> preparation services ONLY".  My statement before that, "The CPA is not a
> book-keeper" could have been worded in more detail "The CPA is not _our_
> book-keeper."
> 

Fair enough.  Thank you for the clarification.

> The quote that the CPA provided, of $1500/year, does not include
> any book-keeping at all. The book-keeping they would provide would not
> be in open formats keeping with our social contract.
> 
> The CPA did review the financial statements I prepared, and beyond due
> diligence requests to verify numbers (the trustee email you've seen
> asking for copies of specific bank statements and reconciliation
> records), they are being used to prepare filings.
> 
> If the foundation were to retain book-keeping services, I'd want it to
> be kept in open formats per the social contract, and try to find
> somewhere cheaper to do it (possibly excess capacity from the SFC's new
> book-keeper, who is also not a CPA).
> 

Unless we find an umbrella who will take us then we need to let go of this whole
"open source" is required to be our accountants idea.

Of course, as alluded, most of the open-source friendly umbrellas will
use open source software.

Our social contract does not dictate that a third party accountant is required
to use open formats in order to provide services to Gentoo. Of course, it is
preferred, but highly unlikely outside of the umbrellas which "specialize" in
open source. c.f. the crazy skillset that SFC was looking for in order to hire
an accountant [1]. It only took them 4 months to find someone. Maybe her hiring
will allow them to take us on!

If they do the accounting and provide PDF files then I would be quite alright
with that.

Please do not misconstrue my statements as anti-open-source ideals. In my
opinion, this was most likely the #1 reason the RFP process failed.

I would rather pay our taxes.

> > I will ping the CPA to find out an estimate for retaining CorpCap for all
> > services.
> They'll probably decline until they see more of the paypal transaction
> data, and even then we aren't going to get something in open formats.
>

I will get them the information they require. I imagine they will want to know
things like: how many transactions per month? are they recurring? etc

[1]: https://sfconservancy.org/news/2019/feb/14/techie-bookkeeper/

-- 
Cheers,
Aaron

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Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Robin H. Johnson]

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To file for a 501(c)(?), the articles of incorporation and bylaws MUST have
a "Purpose" that matches the valid classes of 501(c)(?):
=> SPI & SFC's purpose both cover Charitable, not Educational or Scientific.
=> LF's purpose as cited in their bylaws does match their 501(c)(6) business league.

The Form 1023/Form 1024 have a SPECIFIC question, where you have to
reference the exact part of bylaws/articles that shows the purpose.
And the Bylaws & Articles must be included with the Form 1023/1024
filing.

On Mon, Jul 15, 2019 at 12:00:22PM -0400, Aaron Bauman wrote:
> > > Educational, yes. If you want examples then look at the public filings of SPI,
> > > SFC, etc.
> > > > - religious purpose: no
> > > > - literary purpose: no
> > > > - scientific purpose: no
> > > Scientific, yes. c.f. public filings of said companies above for an example
> > What filings are you referring to? Please do also note that each of
> > these 'purpose' types have specific definitions to the IRS.
> > 
> > Neither Scientific nor Education appear in the PURPOSE of the SFC's
> > bylaws (which are articles of incorporation as well):
> > https://sfconservancy.org/docs/conservancy_by-laws.pdf
> It is not in the by-laws. It is in their public filings.  That is, their IRS
> forms.
Can you be REALLY specific about which filing you are reading, link
to it instead of just saying "read their stuff", and show me where
you're seeing scientific or educational referenced? Charitable IS
referenced, but the others aren't.

SFC's 990:
https://sfconservancy.org/docs/conservancy_Form-990_fy-2017.pdf
"Conservancy promotes, improves & defines Free and Open Source Software
(FOSS) projects & provides a non-profit home & infrastructure for them.
We directly handle many key tasks for our projects, which are mostly
created by volunteer developers, improving FOSS for the public good"

Nope, no education or scientific there.

SFC's Form 1023 filing:
https://sfconservancy.org/docs/conservancy_Form-1023.pdf
And referenced Articles of Incorporation (which again mirror bylaws):
https://sfconservancy.org/docs/conservancy_certificate-of-incorporation.pdf

In my reading, the SFC qualified for 501(c)(3) under the Charitable
Purpose, not the Educational or Scientific Purpose.

> > The SPI's bylaws only mention Education halfway down their PURPOSE, and
> > in an oblique way:
> > https://www.spi-inc.org/corporate/by-laws/
> > "to provide information and education regarding the proper use of the
> > Internet;"
> Reference their actual filings.  Not by-laws.
Their IRS determination letter?
https://www.spi-inc.org/treasurer/SPI_501c3_status_letter_IRS.pdf

SPI's most recent 990 filing
https://www.spi-inc.org/treasurer/2017-990.pdf
"Software in the Public Interest, Inc. ("SPI") is a not-for-profit
organization which was founded to help organizations develop and
distribute open hardware and software. SPI encourages programmers to use
the GNU General Public License or other licenses that allow free
redistribution and use of software, and hardware developers to
distribute documentation that will allow device drivers to be written
for their product."

The closest thing that covers education is their certificate of
incorporation, issued by the state of New York, rather than the IRS
https://www.spi-inc.org/corporate/certificate-of-incorporation/
Don't confuse the "Education Law" part of their incorporation with
having "educational purpose". This also has the exact same
"educate"/"education" usages as the bylaws I previously referenced.

Also of interest is to follow that X.Org was it's own 501(c)(3) that
dissolved and joined the SPI:
https://www.spi-inc.org/meetings/agendas/2015/2015-01-08/

X.org's purpose definition was MUCH more clearly 501(c)(3):
Here's their actual Form 1023 filing:
https://web.archive.org/web/20160108193504/http://www.x.org/foundation/irs-form-1023/4-ExhibitC.pdf
And the referenced articles of incorporation that DO cite the correct
purpose:
https://web.archive.org/web/20160108193510/http://www.x.org/foundation/irs-form-1023/5-ExhibitD.pdf

The Gentoo Foundation's existing articles of incorporation don't match these.

More of their past 501(c)(3) stuff here:
https://web.archive.org/web/20160102050433/https://www.x.org/foundation/



> 
> > > > - common business interest: YES
> > > > 
> > > No... see [1].
> > Promoting the use of Gentoo Linux as a common business interest between
> > the members.
> > 
> > The Linux Foundation 501(c)(6) PURPOSE on the other hand:
> > https://www.linuxfoundation.org/bylaws/
> > "The purposes of this corporation include promoting, protecting, and
> > standardizing Linux and open source software."
> > 
> > Gentoo's existing stated PURPOSE in the Articles of Incorporation, for
> > reference:
> > "The Corporation is organized and at all times shall be operated, on a
> > non-profit basis exclusive far the advancement and education and
> > promotion of software development in an open environment." (including
> > the spelling error).
> Yes, the LF has a more "business league" like purpose hence the 501c6 standing.
> If you look at their public IRS filing you will most likely see they have
> defined it as a business league (I have not looked at them yet).


I haven't been able to find a public copy of the Linux Foundation's Form
1024, determination letter, or Articles of Incorporation. The bylaws I
linked previously.

Also of interest I did found the Kernel Foundation's determination
letter, where they wound up as a Private Foundation:
https://www.kernel.org/static/corporate/irs-nonprofit-ok-redacted.pdf

> I have only started these discussions to hopefully get us to a choice soonest.
> As the CPA advised, it would be wise to start *now* on whichever path is chosen
> by the board and the electorate.
Help me narrow down the ranked vote then so we can run that to the
electorate.

> The paperwork required to transfer assets/trademarks is not fun and will take
> quite some time.
On the plus side for the trademark paperwork, we have the complete
transfer records for the previous transfer from Gentoo Technologies Inc
to Gentoo Foundation.

> > The quote that the CPA provided, of $1500/year, does not include
> > any book-keeping at all. The book-keeping they would provide would not
> > be in open formats keeping with our social contract.
> > 
> > The CPA did review the financial statements I prepared, and beyond due
> > diligence requests to verify numbers (the trustee email you've seen
> > asking for copies of specific bank statements and reconciliation
> > records), they are being used to prepare filings.
> > 
> > If the foundation were to retain book-keeping services, I'd want it to
> > be kept in open formats per the social contract, and try to find
> > somewhere cheaper to do it (possibly excess capacity from the SFC's new
> > book-keeper, who is also not a CPA).
> > 
> 
> Unless we find an umbrella who will take us then we need to let go of this whole
> "open source" is required to be our accountants idea.
Tell me, outside of the SPI & SFC, how much detailed transparency of
non-profit financial reports do you see?

> c.f. the crazy skillset that SFC was looking for in order to hire an
> accountant [1]. It only took them 4 months to find someone.
>
> Maybe her hiring will allow them to take us on!
Yes, outsourcing the book-keeping to the SFC was a point I have raised
with the SFC before, but they wanted to finish onboarding and get some
initial projects done first before making the capacity available.

> If they do the accounting and provide PDF files then I would be quite alright
> with that.
I would not be satisfied with that from a transparency perspective.

> Please do not misconstrue my statements as anti-open-source ideals. In my
> opinion, this was most likely the #1 reason the RFP process failed.
I differ, and believe the RFP process took longer than it would
otherwise because the organizations/people we initially approached took
a look at the mess and decided NOT to bid on cleaning it up.

Corporate Capital's rates for the tax preparation ARE higher than other
amounts we had seen discussed, but as they are the only ones who
ultimately gave us a quote, that's what we are going with.
https://www.jwjaccounting.com/fees for an example of a CPA that provides
clear estimates, showing $600-$1200/year for 990 filings (our rate from
Corporate Capital is $1500/year).

-- 
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] Questions For Gentoo Foundation Trustee Candidates

[alicef]

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On 7/13/19 9:18 PM, Roy Bamford wrote:
> On 2019.07.13 13:12, Roy Bamford wrote:
>> Team,
>>
>> This is a meta topic to collect Questions For Gentoo Foundation
>> Trustee Candidates together.
> We have several candidates with a declared platform of dissolving   
> the Gentoo foundation.
>
> 1. Will all candidates make their position on the future of the Foundation
> clear.

The foundation as been used before as a way for having a different
opinion on
different Gentoo aspects.
Looks anyway that we have not enough interested people at the moment for
keeping
the Gentoo foundation working.
Closing foundation and moving to a umbrella way of managing Gentoo is
something that
need to be cautiously considered together.
I'm ok with both outcome.

> 2. Will all candidates explain the reasoning supporting their position
> on their future plans for the existence (or otherwise) of the Foundation.   
>
>
>
Having a hard stand for closing the foundation I think is excessive in
this moment,
we still have to fix IRS problems.
I think we have to go on step by step for taking the foundation to a
good stand and
after we can start think if closing or trying to search more support for
the Gentoo Foundation.
I'm not against closing the Gentoo Foundation (As I already helped
before looking into SPI and linux foundation),
I just think that is a step that have to be public argued and not to be
taken easily.

Thanks,
Alice Ferrazzi


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Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Raymond Jennings]

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On Sat, Jul 13, 2019 at 5:12 AM Roy Bamford <neddyseagoon@gentoo.org> wrote:

> Team,
>
> This is a meta topic to collect Questions For Gentoo Foundation Trustee
> Candidates together.
> The idea seemed to work well on -project for council candidates.
>
> Reply to this post with new questions only. The resulting sub topics will
> help keep responses and resulting discussion organised.
> Accordingly, I will respond to this post with my question.
>
> --
> Regards,
>
> Roy Bamford
> (Neddyseagoon) a member of
> elections
> gentoo-ops
> forum-mods
> arm64


Dear candidates

What are your plans regarding future relations between the trustees and the
council?  I noted that the council isn't even mentioned in the bylaws

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Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Michał Górny]

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On Sat, 2019-07-13 at 06:17 -0700, Raymond Jennings wrote:
> What are your plans regarding future relations between the trustees and the
> council?  I noted that the council isn't even mentioned in the bylaws

I've answered this in detail in my Manifesto [1].

Long story short, I believe the distribution should be self-governing,
and Foundation should support it without interfering unnecessarily. 
This means that Council makes the majority of the decisions regarding
Gentoo, and Trustees should work with the Council and respect
the decisions made by it.

[1] https://dev.gentoo.org/~mgorny/trustee-manifesto-2019.txt

-- 
Best regards,
Michał Górny


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Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Michael Everitt]

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On 13/07/19 14:39, Michał Górny wrote:
> On Sat, 2019-07-13 at 06:17 -0700, Raymond Jennings wrote:
>> What are your plans regarding future relations between the trustees and the
>> council?  I noted that the council isn't even mentioned in the bylaws
> I've answered this in detail in my Manifesto [1].
>
> Long story short, I believe the distribution should be self-governing,
> and Foundation should support it without interfering unnecessarily. 
> This means that Council makes the majority of the decisions regarding
> Gentoo, and Trustees should work with the Council and respect
> the decisions made by it.
>
> [1] https://dev.gentoo.org/~mgorny/trustee-manifesto-2019.txt
>
The Gentoo distribution is already self-governing, but by choice, those
that choose governance are absolving themselves of the legal, financial and
other obligations that come with that by failing to serve on the one
outside-recognised body the Gentoo Foundation Inc.

I fail to see how an umbrella organisation would willingly choose to be
responsible for such a team of ... human liabilities ..


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Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Roy Bamford]

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On 2019.07.13 14:39, Michał Górny wrote:
> On Sat, 2019-07-13 at 06:17 -0700, Raymond Jennings wrote:
> > What are your plans regarding future relations between the trustees
> and the
> > council?  I noted that the council isn't even mentioned in the
> bylaws
> 
> I've answered this in detail in my Manifesto [1].
> 
> Long story short, I believe the distribution should be self-governing,
> and Foundation should support it without interfering unnecessarily. 
> This means that Council makes the majority of the decisions regarding
> Gentoo, and Trustees should work with the Council and respect
> the decisions made by it.
> 
> [1] https://dev.gentoo.org/~mgorny/trustee-manifesto-2019.txt
> 
> -- 
> Best regards,
> Michał Górny
> 
> 

Michał,

The ideals "self-governing" and "professional umbrella" appear to be at 
variance with each other. The professional umbrella will have a board 
of directors that Gentoo devs have no say in the appointment of.

How do you reconcile these apparently contradictory ideals?

-- 
Regards,

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

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Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Michał Górny]

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On Sat, 2019-07-13 at 16:50 +0100, Roy Bamford wrote:
> On 2019.07.13 14:39, Michał Górny wrote:
> > On Sat, 2019-07-13 at 06:17 -0700, Raymond Jennings wrote:
> > > What are your plans regarding future relations between the trustees
> > and the
> > > council?  I noted that the council isn't even mentioned in the
> > bylaws
> > 
> > I've answered this in detail in my Manifesto [1].
> > 
> > Long story short, I believe the distribution should be self-governing,
> > and Foundation should support it without interfering unnecessarily. 
> > This means that Council makes the majority of the decisions regarding
> > Gentoo, and Trustees should work with the Council and respect
> > the decisions made by it.
> > 
> > [1] https://dev.gentoo.org/~mgorny/trustee-manifesto-2019.txt
> > 
> > -- 
> > Best regards,
> > Michał Górny
> > 
> > 
> 
> Michał,
> 
> The ideals "self-governing" and "professional umbrella" appear to be at 
> variance with each other. The professional umbrella will have a board 
> of directors that Gentoo devs have no say in the appointment of.
> 
> How do you reconcile these apparently contradictory ideals?

Just like with every other external company, we will need to negotiate
and sign a contract.  This contract must guarantee that the umbrella
will give Gentoo appropriate freedom in handling its own affairs.

We don't have a say in appointing directors of banks, service providers,
CPA... yet I am yet to hear that we can't use their services because of
that.  In fact, with most of those companies we probably have even less
say than with the potential umbrellas.

Finally, do Gentoo devs really have much say in appointing Trustees? 
Just like Alec said -- when was the last time people actually had
a choice between candidates, rather than between accepting the few who
volunteered and leaving Foundation without Trustees?  An umbrella will
at least be bound by specific contract, while GF right now can make
arbitrary decisions disregarding Gentoo developers.

-- 
Best regards,
Michał Górny


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Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Roy Bamford]

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On 2019.07.13 20:03, Michał Górny wrote:
> On Sat, 2019-07-13 at 16:50 +0100, Roy Bamford wrote:
> > On 2019.07.13 14:39, Michał Górny wrote:
> > > On Sat, 2019-07-13 at 06:17 -0700, Raymond Jennings wrote:
> > > > What are your plans regarding future relations between the
> trustees
> > > and the
> > > > council?  I noted that the council isn't even mentioned in the
> > > bylaws
> > > 
> > > I've answered this in detail in my Manifesto [1].
> > > 
> > > Long story short, I believe the distribution should be
> self-governing,
> > > and Foundation should support it without interfering
> unnecessarily. 
> > > This means that Council makes the majority of the decisions
> regarding
> > > Gentoo, and Trustees should work with the Council and respect
> > > the decisions made by it.
> > > 
> > > [1] https://dev.gentoo.org/~mgorny/trustee-manifesto-2019.txt
> > > 
> > > -- 
> > > Best regards,
> > > Michał Górny
> > > 
> > > 
> > 
> > Michał,
> > 
> > The ideals "self-governing" and "professional umbrella" appear to be
> at 
> > variance with each other. The professional umbrella will have a
> board 
> > of directors that Gentoo devs have no say in the appointment of.
> > 
> > How do you reconcile these apparently contradictory ideals?
> 
> Just like with every other external company, we will need to negotiate
> and sign a contract.  This contract must guarantee that the umbrella
> will give Gentoo appropriate freedom in handling its own affairs.
> 
> We don't have a say in appointing directors of banks, service
> providers,
> CPA... yet I am yet to hear that we can't use their services because
> of
> that.  In fact, with most of those companies we probably have even
> less
> say than with the potential umbrellas.

We get to choose all of these things and change if we want to.
An umbrella will own gentoo.

> 
> Finally, do Gentoo devs really have much say in appointing Trustees? 
> Just like Alec said -- when was the last time people actually had
> a choice between candidates, rather than between accepting the few who
> volunteered and leaving Foundation without Trustees?  An umbrella will
> at least be bound by specific contract, while GF right now can make
> arbitrary decisions disregarding Gentoo developers.

This problem will not go away if we join an umbrella.

Gentoo will still have to manage its own assets, defend its own
trademarks and so on.

That leads nicely on to a new question but I'll ask it as a separate 
question rather than bury it here.

> 
> -- 
> Best regards,
> Michał Górny
> 
> 

-- 
Regards,

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

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Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Michał Górny]

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On Sat, 2019-07-13 at 20:59 +0100, Roy Bamford wrote:
> On 2019.07.13 20:03, Michał Górny wrote:
> > On Sat, 2019-07-13 at 16:50 +0100, Roy Bamford wrote:
> > > On 2019.07.13 14:39, Michał Górny wrote:
> > > > On Sat, 2019-07-13 at 06:17 -0700, Raymond Jennings wrote:
> > > > > What are your plans regarding future relations between the
> > trustees
> > > > and the
> > > > > council?  I noted that the council isn't even mentioned in the
> > > > bylaws
> > > > 
> > > > I've answered this in detail in my Manifesto [1].
> > > > 
> > > > Long story short, I believe the distribution should be
> > self-governing,
> > > > and Foundation should support it without interfering
> > unnecessarily. 
> > > > This means that Council makes the majority of the decisions
> > regarding
> > > > Gentoo, and Trustees should work with the Council and respect
> > > > the decisions made by it.
> > > > 
> > > > [1] https://dev.gentoo.org/~mgorny/trustee-manifesto-2019.txt
> > > > 
> > > > -- 
> > > > Best regards,
> > > > Michał Górny
> > > > 
> > > > 
> > > 
> > > Michał,
> > > 
> > > The ideals "self-governing" and "professional umbrella" appear to be
> > at 
> > > variance with each other. The professional umbrella will have a
> > board 
> > > of directors that Gentoo devs have no say in the appointment of.
> > > 
> > > How do you reconcile these apparently contradictory ideals?
> > 
> > Just like with every other external company, we will need to negotiate
> > and sign a contract.  This contract must guarantee that the umbrella
> > will give Gentoo appropriate freedom in handling its own affairs.
> > 
> > We don't have a say in appointing directors of banks, service
> > providers,
> > CPA... yet I am yet to hear that we can't use their services because
> > of
> > that.  In fact, with most of those companies we probably have even
> > less
> > say than with the potential umbrellas.
> 
> We get to choose all of these things and change if we want to.
> An umbrella will own gentoo.

It will own Gentoo the same way banks own our money or hosting services
own our servers.  The contract must protect Gentoo, and let us leave
the umbrella if they do not meet our needs.

-- 
Best regards,
Michał Górny


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Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Rich Freeman]

On Sat, Jul 13, 2019 at 3:59 PM Roy Bamford <neddyseagoon@gentoo.org> wrote:
>
>
> This problem will not go away if we join an umbrella.
>
> Gentoo will still have to manage its own assets, defend its own
> trademarks and so on.
>

Certainly those assets will still exist, but they would be owned and
managed by the umbrella legally.  If the distro wanted to tell
somebody to stop using our trademark we would somehow have to bring it
to the attention of the umbrella and ask them to do it, since legally
it would be THEIR trademark, not "ours" (since legally there is no
"ours/us").

I think the question you asked is still useful in the way that you
asked it, as it doesn't hurt to discuss how we might see the distro
interacting with the umbrella.  Presumably somebody will be in the
position of interacting with the umbrella to tell them what to do on
our behalf, so we can talk about how we might see that working.

I'm not sure if anybody has already talked to the various umbrellas
about how this typically works, but I'm not sure you could really have
any kind of contract with them.  A contract requires two parties, and
even if the Foundation signs off as one of them if it dissolves it no
longer even exists to bring up a dispute.  I imagine they probably
would probably document a "donation" of all the Foundation's assets to
the umbrella, and then anything going forward from there would just
operate under the umbrella's own bylaws and documented procedures.
The relationship between all of us and the umbrella legally would be
the same as the relationship between any random Gentoo team like the
amd64 arch team and the existing Foundation.  That is, between a
non-legal-entity composed of random individuals with varying legal
relationships with the Foundation (they may or may not be members),
and a legal corporation that ultimately gets its own say as to whether
they go along with it.

I don't think legally you can really force any of these umbrellas to
do anything except to the degree that we get to put people on their
board or voting membership.  You have to do your due diligence
beforehand and then trust them to continue operating the way you want
them to.  It is no different when you sign code over to the FSF or
license it GPL v3+ - you have no guarantee that GPL v4 won't give
EvilCorp the right to do whatever they want with your code/etc, but
you have to just trust that the FSF is unlikely to ever do this.
(Arguably the FSFe FLA approach works better in that regard, and I
completely advocate it being used within Gentoo, but that is a
separate topic and IMO can be implemented whether the Foundation
remains or we use an umbrella.)

That said, for any random Gentoo Foundation member the situation isn't
all that different.  None of us has any more power legally over what
the Foundation does with our code/donations/whatever than the one vote
we get to cast annually for the Trustees, and some hypothetical powers
to override them that are unlikely to ever actually be used.  To the
extent that we get to become members of the umbrella we would have the
same limited influence there.

This is already a long-ish post, but maybe I should point out that
there are other options available to us.  For example, the Gentoo
Foundation could turn over all its MONEY to the umbrella org, but not
its copyrights or trademarks.  It would still have to file taxes, but
if we have no financial transactions except maybe a trademark renewal
every ten years then that burden will be greatly reduced.  Then if we
had to do some kind of legal action we could ask the umbrella to be
our representatives assuming they were willing.  That is just a
thought, and the candidates can consider that as they outline their
own ideas...

-- 
Rich

Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Aaron Bauman]

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On Sat, Jul 13, 2019 at 09:03:35PM +0200, Michał Górny wrote:
> On Sat, 2019-07-13 at 16:50 +0100, Roy Bamford wrote:
> > On 2019.07.13 14:39, Michał Górny wrote:
> > > On Sat, 2019-07-13 at 06:17 -0700, Raymond Jennings wrote:
> > > > What are your plans regarding future relations between the trustees
> > > and the
> > > > council?  I noted that the council isn't even mentioned in the
> > > bylaws
> > > 
> > > I've answered this in detail in my Manifesto [1].
> > > 
> > > Long story short, I believe the distribution should be self-governing,
> > > and Foundation should support it without interfering unnecessarily. 
> > > This means that Council makes the majority of the decisions regarding
> > > Gentoo, and Trustees should work with the Council and respect
> > > the decisions made by it.
> > > 
> > > [1] https://dev.gentoo.org/~mgorny/trustee-manifesto-2019.txt
> > > 
> > > -- 
> > > Best regards,
> > > Michał Górny
> > > 
> > > 
> > 
> > Michał,
> > 
> > The ideals "self-governing" and "professional umbrella" appear to be at 
> > variance with each other. The professional umbrella will have a board 
> > of directors that Gentoo devs have no say in the appointment of.
> > 
> > How do you reconcile these apparently contradictory ideals?
> 
> Just like with every other external company, we will need to negotiate
> and sign a contract.  This contract must guarantee that the umbrella
> will give Gentoo appropriate freedom in handling its own affairs.
> 
> We don't have a say in appointing directors of banks, service providers,
> CPA... yet I am yet to hear that we can't use their services because of
> that.  In fact, with most of those companies we probably have even less
> say than with the potential umbrellas.
> 
> Finally, do Gentoo devs really have much say in appointing Trustees? 
> Just like Alec said -- when was the last time people actually had
> a choice between candidates, rather than between accepting the few who
> volunteered and leaving Foundation without Trustees?  An umbrella will
> at least be bound by specific contract, while GF right now can make
> arbitrary decisions disregarding Gentoo developers.
> 
> -- 
> Best regards,
> Michał Górny
> 

Even if the 501c3 umbrella can be held to a contract (which is highly debateable
and I have not found precedent for it), they still retain the same legal
authority, legal bodies, and decision-making ability that they foundation has.

All that to say, it would have to be one very long and highly scrutinized
document to ensure the ideals, social contract, etc are maintained under the
umbrella.

-- 
Cheers,
Aaron

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Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Aaron Bauman]

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On Sat, Jul 13, 2019 at 03:39:51PM +0200, Michał Górny wrote:
> On Sat, 2019-07-13 at 06:17 -0700, Raymond Jennings wrote:
> > What are your plans regarding future relations between the trustees and the
> > council?  I noted that the council isn't even mentioned in the bylaws
> 
> I've answered this in detail in my Manifesto [1].
> 
> Long story short, I believe the distribution should be self-governing,
> and Foundation should support it without interfering unnecessarily. 
> This means that Council makes the majority of the decisions regarding
> Gentoo, and Trustees should work with the Council and respect
> the decisions made by it.
> 
> [1] https://dev.gentoo.org/~mgorny/trustee-manifesto-2019.txt
> 
> -- 
> Best regards,
> Michał Górny
> 

Nothing is "self-governing" and always requires a legal entity of some kind.
This has implications beyond what the council can be held responsible for.

On the premise of your statement though and through IRC chats, I agree with your
statement.  

I am for by-laws delineating the roles of the council to lead the distribution.
As stated above, some things cannot be delegated. That is, things which have
legal implications, COMREL, etc.

This drives my first comment that nothing is "self-governing" in general.

-- 
Cheers,
Aaron

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Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Aaron Bauman]

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On Sat, Jul 13, 2019 at 06:17:48AM -0700, Raymond Jennings wrote:
> On Sat, Jul 13, 2019 at 5:12 AM Roy Bamford <neddyseagoon@gentoo.org> wrote:
> 
> > Team,
> >
> > This is a meta topic to collect Questions For Gentoo Foundation Trustee
> > Candidates together.
> > The idea seemed to work well on -project for council candidates.
> >
> > Reply to this post with new questions only. The resulting sub topics will
> > help keep responses and resulting discussion organised.
> > Accordingly, I will respond to this post with my question.
> >
> > --
> > Regards,
> >
> > Roy Bamford
> > (Neddyseagoon) a member of
> > elections
> > gentoo-ops
> > forum-mods
> > arm64
> 
> 
> Dear candidates
> 
> What are your plans regarding future relations between the trustees and the
> council?  I noted that the council isn't even mentioned in the bylaws

While I am not up for election this year, I find it important to discuss the
proper organization of Gentoo while disregarding the dissolution discussions.

This is important to me because I believe the dissolution into a newly formed
501c3 with a retained CPA is the most viable, responsible, and ensures Gentoo's
legal governance by the membership (i.e. those devs, and general members) is
retained. An umbrella does not offer this.  Conversely, an umbrella requires
that we inform those interested in Gentoo and it's future to gain membership
with the umbrella organization in order to have a vote in the same matters we
currently deal with.

To answer your initial question and tread across the hot topic of council and
trustees...

This should not even be a debate. I initially ran for council before running as
a candidate in the trustee election. Many folks directly accused me trying to
run as a trustee because I was not elected for council. These accusations
explicitly stated that I was attempting to gain "power" a different way.  They
were very childish and ill-thought.

Each body serves a unique purpose.  The Gentoo Foundation serves as the legal
representation of Gentoo. This (for non-American's) simply means that they
own/defend the trademarks, monies, assets, and any legal matters brought against
the Foundation.

The council drives the distribution day-to-day from a technical perspective.

Overall, I am an advocate for appointing the council as the technical body of
Gentoo via the by-laws. If nothing more than just to formalize for the general
public that they are the technical body.

As stated in previous mails, some things *simply cannot be delegated* to
individuals who are not legally (I will not get into international laws here)
held liable by virtue of a general membership electing an individual to the
board of trustees.  This includes things such as COMREL, monies, assets,
trademarks, legal name requirements for contributions.

I, personally, have no intent on trying to circumvent or "override" the councils
decisions so long as they have no legal implications. We obviously saw the
council and trustees work together to pass the GLEP governing Git signed-off-by
lines.  Of course, this document has no legal signifance.  It was, of course, a
prudent thing to have done and has allowed the distribution to remain protected.

That decision should have been adopted into the by-laws first, with a governing
GLEP for the technical implementation done by the council. All of this, of
course, having been amicably decided by both the council and trustees. One
representing the legal interests of the distro and the other the technical
governance of the distribution.

*These situations are rare though and I would hope adults can work together to
achieve the appropriate outcome*

As stated above and told to those who questioned my intentions, I am simply here
to support Gentoo as a trustee. That means, I am an advocate for purchasing
hardware needed by teams, supporting the developers (e.g. Nitrokeys), and
keeping the infrastructure up that allows Gentoo to be successful around the
world.

*This to me is an example of how current and future Trustees should conduct
themselves*

If a Trustee wants to be involved in influencing the day-to-day or technical
decisions then we have well-established mechanisms for that and an elected
council to decide.

-- 
Cheers,
Aaron

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Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Roy Bamford]

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On 2019.07.13 13:12, Roy Bamford wrote:
> Team,
> 
> This is a meta topic to collect Questions For Gentoo Foundation
> Trustee Candidates together.
> The idea seemed to work well on -project for council candidates.
> 
> Reply to this post with new questions only. The resulting sub topics
> will help keep responses and resulting discussion organised. 
> Accordingly, I will respond to this post with my question. 
> 
> -- 
> Regards,
> 
> Roy Bamford
> (Neddyseagoon) a member of
> elections
> gentoo-ops
> forum-mods
> arm64

Team,

In the event that the newly elected Foundation board determine that the 
Gentoo Foundation should be dissolved in favour of joining an umbrella 
how do the trustee candidates see Gentoos assets being managed?

We will still have to manage our own assets, defend our trademarks
and so on. The Foundation will be gone and with it the group charged 
with doing this sort of thing.

I asked this question to council candidates too and received only
two responses from 11 candidates.

https://archives.gentoo.org/gentoo-project/message/8ebd22b9051fb8051dc0721cd6b02724
https://archives.gentoo.org/gentoo-project/message/8fec651f7d5af156412767971b0773f6

-- 
Regards,

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

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Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Alec Warner]

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On Sat, Jul 13, 2019 at 1:15 PM Roy Bamford <neddyseagoon@gentoo.org> wrote:

> On 2019.07.13 13:12, Roy Bamford wrote:
> > Team,
> >
> > This is a meta topic to collect Questions For Gentoo Foundation
> > Trustee Candidates together.
> > The idea seemed to work well on -project for council candidates.
> >
> > Reply to this post with new questions only. The resulting sub topics
> > will help keep responses and resulting discussion organised.
> > Accordingly, I will respond to this post with my question.
> >
> > --
> > Regards,
> >
> > Roy Bamford
> > (Neddyseagoon) a member of
> > elections
> > gentoo-ops
> > forum-mods
> > arm64
>
> Team,
>
> In the event that the newly elected Foundation board determine that the
> Gentoo Foundation should be dissolved in favour of joining an umbrella
> how do the trustee candidates see Gentoos assets being managed?
>
> We will still have to manage our own assets, defend our trademarks
> and so on. The Foundation will be gone and with it the group charged
> with doing this sort of thing.
>

I don't understand your question. "Gentoo" as a legal organization would
not exist. The assets would be owned by the umbrella. Donations would go to
the umbrella. The Community would submit requests to spend money to the
umbrella (the same way they submit funding requests to the existing Gentoo
Foundation.)

Is that clearer?


>
> I asked this question to council candidates too and received only
> two responses from 11 candidates.
>
>
> https://archives.gentoo.org/gentoo-project/message/8ebd22b9051fb8051dc0721cd6b02724
>
> https://archives.gentoo.org/gentoo-project/message/8fec651f7d5af156412767971b0773f6
>
> --
> Regards,
>
> Roy Bamford
> (Neddyseagoon) a member of
> elections
> gentoo-ops
> forum-mods
> arm64

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Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Roy Bamford]

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On 2019.07.13 21:56, Alec Warner wrote:
> On Sat, Jul 13, 2019 at 1:15 PM Roy Bamford <neddyseagoon@gentoo.org>
> wrote:
> 
> > On 2019.07.13 13:12, Roy Bamford wrote:
> > > Team,
> > >
> > > This is a meta topic to collect Questions For Gentoo Foundation
> > > Trustee Candidates together.
> > > The idea seemed to work well on -project for council candidates.
> > >
> > > Reply to this post with new questions only. The resulting sub
> topics
> > > will help keep responses and resulting discussion organised.
> > > Accordingly, I will respond to this post with my question.
> > >
> > > --
> > > Regards,
> > >
> > > Roy Bamford
> > > (Neddyseagoon) a member of
> > > elections
> > > gentoo-ops
> > > forum-mods
> > > arm64
> >
> > Team,
> >
> > In the event that the newly elected Foundation board determine that
> the
> > Gentoo Foundation should be dissolved in favour of joining an
> umbrella
> > how do the trustee candidates see Gentoos assets being managed?
> >
> > We will still have to manage our own assets, defend our trademarks
> > and so on. The Foundation will be gone and with it the group charged
> > with doing this sort of thing.
> >
> 
> I don't understand your question. "Gentoo" as a legal organization
> would
> not exist. The assets would be owned by the umbrella. Donations would
> go to
> the umbrella. The Community would submit requests to spend money to
> the
> umbrella (the same way they submit funding requests to the existing
> Gentoo
> Foundation.)
> 
> Is that clearer?

Maybe an example will help?
What group or individual within Gentoo will determine if directing
the umbrella to buy a Power9 system for the distro is a good idea 
or not.

Funding requests won't go to the umbrella until the distro somehow
authorises them. What is the somehow?

[snip]

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


-- 
Regards,

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

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Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Michał Górny]

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On Sat, 2019-07-13 at 22:15 +0100, Roy Bamford wrote:
> On 2019.07.13 21:56, Alec Warner wrote:
> > On Sat, Jul 13, 2019 at 1:15 PM Roy Bamford <neddyseagoon@gentoo.org>
> > wrote:
> > 
> > > On 2019.07.13 13:12, Roy Bamford wrote:
> > > > Team,
> > > > 
> > > > This is a meta topic to collect Questions For Gentoo Foundation
> > > > Trustee Candidates together.
> > > > The idea seemed to work well on -project for council candidates.
> > > > 
> > > > Reply to this post with new questions only. The resulting sub
> > topics
> > > > will help keep responses and resulting discussion organised.
> > > > Accordingly, I will respond to this post with my question.
> > > > 
> > > > --
> > > > Regards,
> > > > 
> > > > Roy Bamford
> > > > (Neddyseagoon) a member of
> > > > elections
> > > > gentoo-ops
> > > > forum-mods
> > > > arm64
> > > 
> > > Team,
> > > 
> > > In the event that the newly elected Foundation board determine that
> > the
> > > Gentoo Foundation should be dissolved in favour of joining an
> > umbrella
> > > how do the trustee candidates see Gentoos assets being managed?
> > > 
> > > We will still have to manage our own assets, defend our trademarks
> > > and so on. The Foundation will be gone and with it the group charged
> > > with doing this sort of thing.
> > > 
> > 
> > I don't understand your question. "Gentoo" as a legal organization
> > would
> > not exist. The assets would be owned by the umbrella. Donations would
> > go to
> > the umbrella. The Community would submit requests to spend money to
> > the
> > umbrella (the same way they submit funding requests to the existing
> > Gentoo
> > Foundation.)
> > 
> > Is that clearer?
> 
> Maybe an example will help?
> What group or individual within Gentoo will determine if directing
> the umbrella to buy a Power9 system for the distro is a good idea 
> or not.

The Council, obviously.  As it should be doing it today, except by some
weird mistake Foundation decides to skip it entirely and authorize
technical decisions on its own.

-- 
Best regards,
Michał Górny


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Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Aaron Bauman]

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On Sat, Jul 13, 2019 at 11:25:55PM +0200, Michał Górny wrote:
> On Sat, 2019-07-13 at 22:15 +0100, Roy Bamford wrote:

<snip>

> > Maybe an example will help?
> > What group or individual within Gentoo will determine if directing
> > the umbrella to buy a Power9 system for the distro is a good idea 
> > or not.
> 
> The Council, obviously.  As it should be doing it today, except by some
> weird mistake Foundation decides to skip it entirely and authorize
> technical decisions on its own.
>

What?

Buying an asset requires monies which requires some legal body with
representatives to purchase said item. Roy's example above was not a "technical"
decision.

Entertaining the response though, you *could* break this into (2) separate
authorizations...

1. Project $x requests a Power9 machine from council

2. the council says/agrees we need a Power9 machine to carry out some technical
function submitted for from project $x

3. They authorize said procurement of a Power9 machine

4. The "purse holder" (current Foundation or umbrella) goes and buys said Power9
machine.

That is really not neccasary though.  No different then how the Foundation just
purchases the new sparc asset.

> -- 
> Best regards,
> Michał Górny
> 



-- 
Cheers,
Aaron

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Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Michał Górny]

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On Sun, 2019-07-14 at 10:59 -0400, Aaron Bauman wrote:
> On Sat, Jul 13, 2019 at 11:25:55PM +0200, Michał Górny wrote:
> > On Sat, 2019-07-13 at 22:15 +0100, Roy Bamford wrote:
> 
> <snip>
> 
> > > Maybe an example will help?
> > > What group or individual within Gentoo will determine if directing
> > > the umbrella to buy a Power9 system for the distro is a good idea 
> > > or not.
> > 
> > The Council, obviously.  As it should be doing it today, except by some
> > weird mistake Foundation decides to skip it entirely and authorize
> > technical decisions on its own.
> > 
> 
> What?
> 
> Buying an asset requires monies which requires some legal body with
> representatives to purchase said item. Roy's example above was not a "technical"
> decision.
> 
> Entertaining the response though, you *could* break this into (2) separate
> authorizations...
> 
> 1. Project $x requests a Power9 machine from council
> 
> 2. the council says/agrees we need a Power9 machine to carry out some technical
> function submitted for from project $x
> 
> 3. They authorize said procurement of a Power9 machine
> 
> 4. The "purse holder" (current Foundation or umbrella) goes and buys said Power9
> machine.
> 
> That is really not neccasary though.  No different then how the Foundation just
> purchases the new sparc asset.
> 

That's exactly the model I would like to pursue.  For each purchase
request, Council authorizes the purpose, while Trustees authorize
the finances.

-- 
Best regards,
Michał Górny


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Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Aaron Bauman]

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On Sun, Jul 14, 2019 at 07:15:44PM +0200, Michał Górny wrote:
> On Sun, 2019-07-14 at 10:59 -0400, Aaron Bauman wrote:
> > On Sat, Jul 13, 2019 at 11:25:55PM +0200, Michał Górny wrote:
> > > On Sat, 2019-07-13 at 22:15 +0100, Roy Bamford wrote:
> > 
> > <snip>
> > 
> > > > Maybe an example will help?
> > > > What group or individual within Gentoo will determine if directing
> > > > the umbrella to buy a Power9 system for the distro is a good idea 
> > > > or not.
> > > 
> > > The Council, obviously.  As it should be doing it today, except by some
> > > weird mistake Foundation decides to skip it entirely and authorize
> > > technical decisions on its own.
> > > 
> > 
> > What?
> > 
> > Buying an asset requires monies which requires some legal body with
> > representatives to purchase said item. Roy's example above was not a "technical"
> > decision.
> > 
> > Entertaining the response though, you *could* break this into (2) separate
> > authorizations...
> > 
> > 1. Project $x requests a Power9 machine from council
> > 
> > 2. the council says/agrees we need a Power9 machine to carry out some technical
> > function submitted for from project $x
> > 
> > 3. They authorize said procurement of a Power9 machine
> > 
> > 4. The "purse holder" (current Foundation or umbrella) goes and buys said Power9
> > machine.
> > 
> > That is really not neccasary though.  No different then how the Foundation just
> > purchases the new sparc asset.
> > 
> 
> That's exactly the model I would like to pursue.  For each purchase
> request, Council authorizes the purpose, while Trustees authorize
> the finances.
> 
> -- 
> Best regards,
> Michał Górny
> 

I believe that is a highly reasonable and functional model.

-- 
Cheers,
Aaron

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Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Jorge Manuel B. S. Vicetto]

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Hash: SHA512

On 13/07/19 21:25, Michał Górny wrote:
> On Sat, 2019-07-13 at 22:15 +0100, Roy Bamford wrote:
>> On 2019.07.13 21:56, Alec Warner wrote:
>>> On Sat, Jul 13, 2019 at 1:15 PM Roy Bamford
>>> <neddyseagoon@gentoo.org> wrote:

<snip>

>> Maybe an example will help? What group or individual within
>> Gentoo will determine if directing the umbrella to buy a Power9
>> system for the distro is a good idea or not.
> 
> The Council, obviously.  As it should be doing it today, except by
> some weird mistake Foundation decides to skip it entirely and
> authorize technical decisions on its own.

I strongly disagree with this position,.
Both Infra and Releng shouldn't (I'd go as further as saying don't)
need Council approval for spending money. Both teams funding requests
are rightly evaluated by Trustees and can be refused, but in neither
case should there be a "technical oversight" by the Council.
Best regards,

Jorge Manuel B. S. Vicetto
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Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Michał Górny]

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On Mon, 2019-07-15 at 10:44 +0000, Jorge Manuel B. S. Vicetto wrote:
> On 13/07/19 21:25, Michał Górny wrote:
> > On Sat, 2019-07-13 at 22:15 +0100, Roy Bamford wrote:
> > > On 2019.07.13 21:56, Alec Warner wrote:
> > > > On Sat, Jul 13, 2019 at 1:15 PM Roy Bamford
> > > > <neddyseagoon@gentoo.org> wrote:
> 
> <snip>
> 
> > > Maybe an example will help? What group or individual within
> > > Gentoo will determine if directing the umbrella to buy a Power9
> > > system for the distro is a good idea or not.
> > 
> > The Council, obviously.  As it should be doing it today, except by
> > some weird mistake Foundation decides to skip it entirely and
> > authorize technical decisions on its own.
> 
> I strongly disagree with this position,.
> Both Infra and Releng shouldn't (I'd go as further as saying don't)
> need Council approval for spending money. Both teams funding requests
> are rightly evaluated by Trustees and can be refused, but in neither
> case should there be a "technical oversight" by the Council.
> Best regards,
> 

Do you have any arguments to support this claim?  I'd dare say you need
one, especially that you're talking about special privileges that affect
yourself.

Why do you claim that Trustees (= people ideally with financial or legal
background) are the right people to evaluate technical merits of funding
requests?  Just because our Trustees happen to be technically competent
people doesn't justify a general rule.

Does that mean that if we switch to an umbrella, Infra and RelEng want
to request expenses directly from the umbrella, entirely skipping Gentoo
supervision?

-- 
Best regards,
Michał Górny


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Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Alec Warner]

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On Mon, Jul 15, 2019 at 4:45 AM Michał Górny <mgorny@gentoo.org> wrote:

> On Mon, 2019-07-15 at 10:44 +0000, Jorge Manuel B. S. Vicetto wrote:
> > On 13/07/19 21:25, Michał Górny wrote:
> > > On Sat, 2019-07-13 at 22:15 +0100, Roy Bamford wrote:
> > > > On 2019.07.13 21:56, Alec Warner wrote:
> > > > > On Sat, Jul 13, 2019 at 1:15 PM Roy Bamford
> > > > > <neddyseagoon@gentoo.org> wrote:
> >
> > <snip>
> >
> > > > Maybe an example will help? What group or individual within
> > > > Gentoo will determine if directing the umbrella to buy a Power9
> > > > system for the distro is a good idea or not.
> > >
> > > The Council, obviously.  As it should be doing it today, except by
> > > some weird mistake Foundation decides to skip it entirely and
> > > authorize technical decisions on its own.
> >
> > I strongly disagree with this position,.
> > Both Infra and Releng shouldn't (I'd go as further as saying don't)
> > need Council approval for spending money. Both teams funding requests
> > are rightly evaluated by Trustees and can be refused, but in neither
> > case should there be a "technical oversight" by the Council.
> > Best regards,
> >
>
> Do you have any arguments to support this claim?  I'd dare say you need
> one, especially that you're talking about special privileges that affect
> yourself.
>
> Why do you claim that Trustees (= people ideally with financial or legal
> background) are the right people to evaluate technical merits of funding
> requests?  Just because our Trustees happen to be technically competent
> people doesn't justify a general rule.
>

> Does that mean that if we switch to an umbrella, Infra and RelEng want
> to request expenses directly from the umbrella, entirely skipping Gentoo
> supervision?
>

So in the current setup, anyone can submit a funding request. Arguably,
even non-developers could submit funding requests. Currently the Foundation
receives 1-2 requests a year; most requests are approved. In addition, the
Foundation typically makes more money in a year than it spends, so
oversight on requests is minimal because pressure on funds is also minimal;
we are in little danger of running out of funds.

I don't believe the existing trustees (certainly I do not) exercise
technical judgement for a funding request. Either it falls within the
bounds of the mission or it doesn't. Either we have the funds, or we do
not. Either the request is reasonably priced, or not. Perhaps the last one
is a technical judgement, but I consider it administrative and it mostly
prevents misuse of funds (e.g. buying services from a relative and paying
3x the normal rate.)

To use a concrete example; in https://bugs.gentoo.org/607622 the Foundation
approved $4,000 to buy a new SPARC machine. I don't think we should be
spending money on a SPARC machine because I think SPARC is dumb; and the
SPARC port probably has like 20 users[0]. However, I approved the request
because what I think about the SPARC port doesn't matter; my job is to
ensure the request meets the mission, that we have the funds and that the
price is reasonable.

In a situation where funds *are* limited, I think we would need to have a
set of spending priorities. Without a board, I agree that this falls into
the Council territory in the new system because someone has to make global
spending decisions when allocating limited resources. I also don't expect
an umbrella to accept expense requests from anyone because its a pretty
loose financial control. I'm not sure this is necessarily technical
judgement though.

To use a concrete example: Lets assume we have $2k in the bank of an
umbrella. Infra has $3.4k in proposed expenses at the beginning of the
year. I would expect the Council to say "Hey Infra, we have 2k total money,
your portion of this is $1200, figure out what items of your 3.4k in
expenses you should fund with the $1200." I would not typically expect the
council to make this judgement themselves (e.g. to go through the infra
budget and pick items; its literally the job of the infra lead.) This
oversight is still pretty administrative and not technical though. In
theory they could say "Infra is dumb, your budget is 0$!" but I don't
expect this to happen in practice.

-A


> --
> Best regards,
> Michał Górny
>
>

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Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Jorge Manuel B. S. Vicetto]

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Hash: SHA512

On 15/07/19 11:45, Michał Górny wrote:
> On Mon, 2019-07-15 at 10:44 +0000, Jorge Manuel B. S. Vicetto
> wrote:
>> On 13/07/19 21:25, Michał Górny wrote:
>>> On Sat, 2019-07-13 at 22:15 +0100, Roy Bamford wrote:
>>>> On 2019.07.13 21:56, Alec Warner wrote:
>>>>> On Sat, Jul 13, 2019 at 1:15 PM Roy Bamford 
>>>>> <neddyseagoon@gentoo.org> wrote:
>> 
>> <snip>
>> 
>>>> Maybe an example will help? What group or individual within 
>>>> Gentoo will determine if directing the umbrella to buy a
>>>> Power9 system for the distro is a good idea or not.
>>> 
>>> The Council, obviously.  As it should be doing it today, except
>>> by some weird mistake Foundation decides to skip it entirely
>>> and authorize technical decisions on its own.
>> 
>> I strongly disagree with this position,. Both Infra and Releng
>> shouldn't (I'd go as further as saying don't) need Council
>> approval for spending money. Both teams funding requests are
>> rightly evaluated by Trustees and can be refused, but in neither 
>> case should there be a "technical oversight" by the Council. Best
>> regards,
>> 
> 
> Do you have any arguments to support this claim?  I'd dare say you
> need one, especially that you're talking about special privileges
> that affect yourself.
> 
> Why do you claim that Trustees (= people ideally with financial or
> legal background) are the right people to evaluate technical merits
> of funding requests?  Just because our Trustees happen to be
> technically competent people doesn't justify a general rule.

I?m arguing that the Council doesn't have or can't be expected to have
the technical competence to do a technical review of requests by both
Infra and RelEng.
Further, I'll argue that what you want is not technical oversight of
infra or Releng but being able to decide if we something should be
funded because of Council's view of Gentoo's general direction.
About arguments for my claim, to my knowledge, no request for funding by
Infra or Releng was ever subject to approval by Council. There has been
involvement of Council before on the discussion, something I don't
object to, but there was never any "approval" by Council - which is what
I object to.


> Does that mean that if we switch to an umbrella, Infra and RelEng
> want to request expenses directly from the umbrella, entirely
> skipping Gentoo supervision?

I'd argue that the requests should go through the liaison with the
Umbrella. Even if that ends up being the Council, I still argue it's not
up to the Council to evaluate the "technical merits" of the requests.

Regards,
Jorge

PS - Apologies to Michał for getting this twice as I didn't set the
proper reply-to.
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Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Michał Górny]

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On Sat, 2019-07-13 at 21:15 +0100, Roy Bamford wrote:
> On 2019.07.13 13:12, Roy Bamford wrote:
> > Team,
> > 
> > This is a meta topic to collect Questions For Gentoo Foundation
> > Trustee Candidates together.
> > The idea seemed to work well on -project for council candidates.
> > 
> > Reply to this post with new questions only. The resulting sub topics
> > will help keep responses and resulting discussion organised. 
> > Accordingly, I will respond to this post with my question. 
> > 
> > -- 
> > Regards,
> > 
> > Roy Bamford
> > (Neddyseagoon) a member of
> > elections
> > gentoo-ops
> > forum-mods
> > arm64
> 
> Team,
> 
> In the event that the newly elected Foundation board determine that the 
> Gentoo Foundation should be dissolved in favour of joining an umbrella 
> how do the trustee candidates see Gentoos assets being managed?
> 
> We will still have to manage our own assets, defend our trademarks
> and so on. The Foundation will be gone and with it the group charged 
> with doing this sort of thing.
> 

The primary responsibilities will fall to Council, as effective leading
body of Gentoo.  They can either take care of them themselves, or
appoint another group of people (project?) to do it under their
supervision.

The hardware and likes are already practically managed by Infra, with
Trustees only stamping transactions.  I don't see much difference in
Council taking that over.

Trademarks sound like something umbrella would end up doing for us.

-- 
Best regards,
Michał Górny


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Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Aaron Bauman]

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On Sat, Jul 13, 2019 at 10:57:31PM +0200, Michał Górny wrote:
> On Sat, 2019-07-13 at 21:15 +0100, Roy Bamford wrote:
> > On 2019.07.13 13:12, Roy Bamford wrote:
> > > Team,
> > > 
> > > This is a meta topic to collect Questions For Gentoo Foundation
> > > Trustee Candidates together.
> > > The idea seemed to work well on -project for council candidates.
> > > 
> > > Reply to this post with new questions only. The resulting sub topics
> > > will help keep responses and resulting discussion organised. 
> > > Accordingly, I will respond to this post with my question. 
> > > 
> > > -- 
> > > Regards,
> > > 
> > > Roy Bamford
> > > (Neddyseagoon) a member of
> > > elections
> > > gentoo-ops
> > > forum-mods
> > > arm64
> > 
> > Team,
> > 
> > In the event that the newly elected Foundation board determine that the 
> > Gentoo Foundation should be dissolved in favour of joining an umbrella 
> > how do the trustee candidates see Gentoos assets being managed?
> > 
> > We will still have to manage our own assets, defend our trademarks
> > and so on. The Foundation will be gone and with it the group charged 
> > with doing this sort of thing.
> > 
> 
> The primary responsibilities will fall to Council, as effective leading
> body of Gentoo.  They can either take care of them themselves, or
> appoint another group of people (project?) to do it under their
> supervision.
> 
> The hardware and likes are already practically managed by Infra, with
> Trustees only stamping transactions.  I don't see much difference in
> Council taking that over.
> 
> Trademarks sound like something umbrella would end up doing for us.
> 
> -- 
> Best regards,
> Michał Górny
> 

An umbrella would own and defend our trademarks, ensure book keeping is done,
and have a liaison within the project to carry out certains tasks.

If council "appointed" another project to carry out said tasks then they could
easily go against the council's wishes with no implications.

This is why, if dissolved in favor of the foundation that one of the council
members would need to be appointed as the liaison.

-- 
Cheers,
Aaron

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