Re: [gentoo-nfp] Re: Gentoo Foundation and Gentoo e.V. (Was: Gentoo Foundation Trustees nominations)

[Rich Freeman <rich0@gentoo.org>]

On Thu, Jul 13, 2017 at 8:58 AM, Andrew Savchenko <bircoph@gentoo.org> wrote:
> On Wed, 12 Jul 2017 13:16:50 -0400 Rich Freeman wrote:
>>
>> So, the structure would look something like:
>>
>> Council
>>   - QA
>>   - arch teams
>>   - KDE team
>>   - Comrel
>>   - Local Organization team
>>      - e.V.
>>      - Gentoo Foundation
>>      - Umbrella Org 1
>>
>> (Just a smattering of projects above for illustration - this isn't a
>> change to how the rest of the distro works.  The relationship between
>> the various legal bodies and the Council is not legally formalized -
>> they would be accountable to their members which should be aligned to
>> the distro members, and should be controlled in a way to avoid
>> forks/etc.)
>>
>> Just my thoughts on the matter...
>
> Thanks, this is indeed a good architecture. Actually we'll have this
> way a container/VM-level separation of legislative risks and
> opportunities while still connected via the same host system to
> achieve the same goals. I really like that :)
>

It still has a weakness that IMO is not easily avoidable: legally the
various orgs are not accountable to the Council directly, which means
that they could do hostile forks/etc.  The issue is that countries
operate with sovereignty and their laws operate accordingly.  So, to
DE the e.V. is Gentoo, and to the US the Foundation is Gentoo, and
maybe in some other country some umbrella org is Gentoo.  The overall
distro really is a non-entity from a legal standpoint everywhere.

The strength is that the boards running the various legal entities
only need to focus on keeping the legal entity running, and formal
legal activities are firewalled inside their borders so that the
overall distro has a lower overhead.  It also allows individual legal
entities to be spun up or down as needed, and firewalls them from each
other.

Note that the firewalls are not perfect.  You can't have the parent
distro just doing blatantly illegal stuff because if that happens
somebody will be determined enough to poke holes in this, and of
course anything that happens in the physical world happens on a box
owned by somebody.  Since criminal organizations tend to play legal
games the laws generally are written to handle them.

The more traditional approach would be something like this:

Gentoo Foundation (US)
  - Distro Ops Team (Council)
     - arch teams
     - KDE team
   - Accounting
   - HR
   - Legal
   - Subsidiary Relations Team
     - e.V
     - Umbrella org 1
     - Gentoo run subsidiary in random country

(You could of course put any of the legal entities on the top and the
US foundation underneath too.)

In this model (which is how most multinational companies operate)
there would be formal legal control.  In this instance the US board
would have overall governance of everything.  The issues with the
traditional model are:
1.  The board has to be jacks of all trades, or at least be trusted to
stay in the lines because legally they control everything everywhere.
2.  Everything falls under the legal umbrella, so the laws of the
parent country basically apply to everything we do.  The really tricky
US laws like embargoes/etc generally apply to foreign subsidiaries,
for example.
3.  There will inevitably be a debate over which country ends up on
top.  Even if the "right" choice is made, as manpower shifts the
structure could become inconvenient, with the country that was picked
because that is where most devs live becoming the country where nobody
lives anymore.  Changing the structure is difficult or impossible.
4.  It has more of a sense of putting the suits in charge.  To be fair
this is how a LOT of FOSS orgs operate (think Apache, Mozilla,
Canonical, etc).  However, I suspect it is not the model most would
prefer here.

-- 
Rich