[gentoo-nfp] Foundation by laws: new Article V

[gentoo-nfp] Foundation by laws: new Article V

[Chrissy Fullam]

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Refer to bylaws that were approved in today's Trustee meeting:

http://dev.gentoo.org/~neddyseagoon/docs/FoundationBylawsProposed_7.xml

 

I cannot understand why a person cannot be on the Council and on the
Trustees? We had someone do so in the past and no conflicts or issues arose.
What is the reasoning that a person cannot serve on the technical team and
the legal team? 

Please note: that I do not see validity in the statement 'what if Council
asks for money and dual role person on the Trustee approves it' as I think
that person would hold the same opinion regardless of being on both teams
unless we are saying that we cannot trust our Council people to not make
decisions in the best interest of Gentoo.

 

Kind regards, 
Christina Fullam 
Gentoo Developer Relations Lead | Gentoo Public Relations 


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[gentoo-nfp] RE: [gentoo-council] Foundation by laws: new Article V

[Chrissy Fullam]

I wanted to add two things to my previous email

> Refer to bylaws that were approved in today's Trustee meeting:
> http://dev.gentoo.org/~neddyseagoon/docs/FoundationBylawsProposed_7.xml

> I cannot understand why a person cannot be on the Council and on the
> Trustees? We had someone do so in the past and no conflicts or issues
> arose. What is the reasoning that a person cannot serve on the 
> technical team and the legal team? 
>
> Please note: that I do not see validity in the statement 'what if
> Council asks for money and dual role person on the Trustee approves
> it' as I think that person would hold the same opinion regardless of
> being on both teams unless we are saying that we cannot trust our
> Council people to not make decisions in the best interest of Gentoo.

========================================
<addition>
From the Gentoo Foundation Charter page:
"... the Gentoo project needs a framework for intellectual property
protection and financial contributions while limiting the contributors'
legal exposure. The Gentoo Foundation will embody this framework without
intervening in the Gentoo development."

If the Trustees are not supposed to intervene in Gentoo development, that
being the technical direction of Gentoo, aren't they are in direct violation
of this by determining who cannot be a Council member by their own
membership?

========================================
<second addition>
Fmccor voted today that there should be a separation of Trustees and
Council. I see a direct conflict in how he was a Trustee and ran for
Council, but after not being elected he has now decided that no one else can
do it either? He accepted his own Council nomination on 2008-06-05 and
responded to a series of 'questions to our nominees' on the same date.
From his own email response:
> > 4. How do you think the council and trustees can work together to 
> > make Gentoo better?
> I'm already a trustee, so having a council member who is a trustee is 
> a start.

Re: [gentoo-nfp] Foundation by laws: new Article V

[Alec Warner]

On Sun, Aug 31, 2008 at 1:24 PM, Chrissy Fullam <musikc@gentoo.org> wrote:
> Refer to bylaws that were approved in today's Trustee meeting:
>
> http://dev.gentoo.org/~neddyseagoon/docs/FoundationBylawsProposed_7.xml
>
>
>
> I cannot understand why a person cannot be on the Council and on the
> Trustees? We had someone do so in the past and no conflicts or issues arose.
> What is the reasoning that a person cannot serve on the technical team and
> the legal team?

a) Should the member go missing we would be down 1 position in both
bodies, a subcase of Single Point of Failure.
b) I worry about time constraints with one person being on two
important bodies in a volunteer organization eg; fulfilling both roles
properly.
c) Limitations of Power.  This bylaw limits the damage done by one
person.  It is SOXish; it takes two to tango; two people to be
malicious in some use cases.
d) Past performance does not indicate future returns.  Just because we
have not had troubles in the past with this does not mean we will not
have trouble with it in the future.

>
> Please note: that I do not see validity in the statement 'what if Council
> asks for money and dual role person on the Trustee approves it' as I think
> that person would hold the same opinion regardless of being on both teams
> unless we are saying that we cannot trust our Council people to not make
> decisions in the best interest of Gentoo.

I trust the council to make the best *technical* decisions for Gentoo;
that is why I voted for the people I did.
That has nothing to do with making legal/funding decisions as the
council has no say in those matters.

Your use case is invalid in the general case as funding requests of
any kind require majority approval by the board of trustees per:
http://www.gentoo.org/foundation/en/requesting-funds.xml

More specific use cases that may or may not be illegal.

I am Treasurer and on Council; I get a motion in council approved by a
slim margin.  I skip the approval process from the rest of the board
and just cut a check because I'm Treasurer.  Legal?  Maybe...it is
hard to say how binding the xml on that document is.

I am a Trustee and on the Council; I get a motion in council approved
by a slim margin and because I am trustee I only need N -1 / 2 votes
(a majority of all trustees that are not me) to pass my motion.  In
the case of an odd number of trustees this means I can pass motions
with 1 less vote than other motions which is an advantage.  Legal? Yes
if the bylaw is repealed ;)

Most of these specific use cases can be removed by adding a bylaw
stating that a trustee that is also a council member must recuse
himself in decisions in both bodies that affect each other.  So if I
vote in council on a motion that requires funding; I cannot vote in
the trustee vote to approve it; this negates my 1 vote advantage.

Recusal enables said person to participate in both bodies in what I'll
term 'a majority' of decisions.

-Alec

>
>
>
> Kind regards,
> Christina Fullam
> Gentoo Developer Relations Lead | Gentoo Public Relations

Re: [gentoo-nfp] Foundation by laws: new Article V

[William L. Thomson Jr.]

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On Sun, 2008-08-31 at 13:24 -0700, Chrissy Fullam wrote:
> Refer to bylaws that were approved in today’s Trustee meeting:
> 
> http://dev.gentoo.org/~neddyseagoon/docs/FoundationBylawsProposed_7.xml
> 
>  
> 
> I cannot understand why a person cannot be on the Council and on the
> Trustees? We had someone do so in the past and no conflicts or issues
> arose.

IMHO yes jobs were not done as well since focus was to wide, not narrow.

>  What is the reasoning that a person cannot serve on the technical
> team and the legal team? 

If something happens to said person. The loss is greater. If the drop
the ball, the loss is greater.

There is no reason anyone should have such broad focus. They pick an
area focus on it and work on it. That people take on/eat to much, then
fail to chew it is not ok. Thus this is designed to prevent that from
occurring.

Just like Jacob should have had backup. There should be more recruiters,
more people on QA, etc. Until ever little detail of every job is being
done to perfection. There is no need to stack titles, or widen focus. We
need more narrow focus and doing a better job all around.

-- 
William L. Thomson Jr.
Gentoo Linux Developer

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RE: [gentoo-nfp] Foundation by laws: new Article V

[Chrissy Fullam]

Combining emails from antarus and wltjr as in some ways they seem to share the same view, focus on the team that needs it and don’t split focus, but I'll hit antarus' other points first.

> c) Limitations of Power.  This bylaw limits the damage done by one
> person.  It is SOXish; it takes two to tango; two people to be
> malicious in some use cases.

Iirc, no one person can take action without some kind of peer vote?

> d) Past performance does not indicate future returns.  Just because we
> have not had troubles in the past with this does not mean we will not
> have trouble with it in the future.

So instead of looking at Gentoo's past performance we'll look at the 'what ifs' that have never happened and we've no reason to think they'll ever happen? I feel like I am putting more trust in our developers/community than others are.

> Your use case is invalid in the general case as funding requests of
> any kind require majority approval by the board of trustees per:
> http://www.gentoo.org/foundation/en/requesting-funds.xml

This actually furthers my case. "Any Foundation money spent needs to be approved by a majority vote from the Board of Trustees." So one person cannot do it alone so where is the conflict? The Foundation/Trustees have been around for I believe four years, in that time only once has a person held over lapping roles. Why do we think suddenly every person on Trustee may overlap? It seems so very unlikely. And even if they did, that means that we voted for them to fill the role, so do we now not even trust ourselves to cast the right vote?

> >  What is the reasoning that a person cannot serve on the technical
> > team and the legal team?
> 
> If something happens to said person. The loss is greater. If the drop the
> ball, the loss is greater.
> 
> There is no reason anyone should have such broad focus. They pick an area
> focus on it and work on it. That people take on/eat to much, then fail to
> chew it is not ok. Thus this is designed to prevent that from occurring.
> 
> Just like Jacob should have had backup. There should be more recruiters,
> more people on QA, etc. Until ever little detail of every job is being
> done to perfection. There is no need to stack titles, or widen focus. We
> need more narrow focus and doing a better job all around.

So do we also restrict people from being on more than one team? What if one team is deemed to be 'not doing well', should they resign from other teams to focus on that one team, or resign from that team so it doesn’t drag down their efforts on other teams?


Kind regards,
Christina Fullam
Gentoo Developer Relations Lead | Gentoo Public Relations 

Re: [gentoo-nfp] RE: [gentoo-council] Foundation by laws: new Article V

[William L. Thomson Jr.]

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On Sun, 2008-08-31 at 14:42 -0700, Chrissy Fullam wrote:
>
> If the Trustees are not supposed to intervene in Gentoo development, that
> being the technical direction of Gentoo, aren't they are in direct violation
> of this by determining who cannot be a Council member by their own
> membership?

Your reading that wrong. No one is saying they can't be on council. Just
if they are, they can't be on trustees. Yes the same goes visa versa.

> ========================================
> <second addition>
> Fmccor voted today that there should be a separation of Trustees and
> Council. I see a direct conflict in how he was a Trustee and ran for
> Council,

That conflict was brought up during the election process. He knew he
would not win. Thus was pretty moot. Unless you want to nick pick on
things that do not matter.

>  but after not being elected he has now decided that no one else can
> do it either?

Um nope, that was brought up and happened after he was elected to the
board of trustees.

>  He accepted his own Council nomination on 2008-06-05 and
> responded to a series of 'questions to our nominees' on the same date.

It's totally moot, so get over it. There are more important things to
harp on and waste others time on.

-- 
William L. Thomson Jr.
Gentoo Linux Developer

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RE: [gentoo-nfp] Foundation by laws: new Article V

[William L. Thomson Jr.]

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On Sun, 2008-08-31 at 16:07 -0700, Chrissy Fullam wrote:
> The Foundation/Trustees have been around for I believe four years

Failing in just about every possible way since 05. No financial
reporting, and culmination was charter being revoked in 07.

> , in that time only once has a person held over lapping roles. Why do
> we think suddenly every person on Trustee may overlap? It seems so
> very unlikely. And even if they did, that means that we voted for them
> to fill the role, so do we now not even trust ourselves to cast the
> right vote?

Fail safes, so get over it. Your making it a much bigger deal than it
is.

> So do we also restrict people from being on more than one team?

That should likely be looked at but is the council's place.

>  What if one team is deemed to be 'not doing well', should they resign
> from other teams to focus on that one team,

Possibly, priorities.

>  or resign from that team so it doesn’t drag down their efforts on
> other teams?

Another option, but not doing anything and letting projects/teams suffer
is not a solution either.

Both Java and amd64 suffered from my time loss to the
trustees/foundation. Both will gain now from my resignation. Even then,
if I dropped amd64, that's more focus for Java. But really I did amd64
as a compliment to Java. Since there were delays with keywording and
stabilization.

-- 
William L. Thomson Jr.
Gentoo Linux Developer

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Re: [gentoo-council] RE: [gentoo-nfp] Foundation by laws: new Article V

[Alec Warner]

On Sun, Aug 31, 2008 at 4:07 PM, Chrissy Fullam <musikc@gentoo.org> wrote:
> Combining emails from antarus and wltjr as in some ways they seem to share the same view, focus on the team that needs it and don't split focus, but I'll hit antarus' other points first.
>
>> c) Limitations of Power.  This bylaw limits the damage done by one
>> person.  It is SOXish; it takes two to tango; two people to be
>> malicious in some use cases.
>
> Iirc, no one person can take action without some kind of peer vote?
>

I tried to address this with my 'Treasurer' point; as in it is not
clear to me if as the Treasurer I can take action legally here.

>> d) Past performance does not indicate future returns.  Just because we
>> have not had troubles in the past with this does not mean we will not
>> have trouble with it in the future.
>
> So instead of looking at Gentoo's past performance we'll look at the 'what ifs' that have never happened and we've no reason to think they'll ever happen? I feel like I am putting more trust in our developers/community than others are.
>

Using past performance is very similar to using 'what ifs', in my
mind.  We have no hard data on past performance because it is quite
subjective and not all data is available (eg problems that may have
occured but were not made public).  Just like with the stock market
you take a risk in using past incidents to forcast future risk and
make decisions.  I think our data here is poor and the risk is too
great.

>> Your use case is invalid in the general case as funding requests of
>> any kind require majority approval by the board of trustees per:
>> http://www.gentoo.org/foundation/en/requesting-funds.xml
>
> This actually furthers my case. "Any Foundation money spent needs to be approved by a majority vote from the Board of Trustees." So one person cannot do it alone so where is the conflict? The Foundation/Trustees have been around for I believe four years, in that time only once has a person held over lapping roles. Why do we think suddenly every person on Trustee may overlap? It seems so very unlikely. And even if they did, that means that we voted for them to fill the role, so do we now not even trust ourselves to cast the right vote?
>

None of the use cases I presented required that every trustee overlap
(which I concede is very unlikely); they just require one person to
overlap.  I also presented a case where that document could be ignored
because it is not legally binding in my opinion.

>> >  What is the reasoning that a person cannot serve on the technical
>> > team and the legal team?
>>
>> If something happens to said person. The loss is greater. If the drop the
>> ball, the loss is greater.
>>
>> There is no reason anyone should have such broad focus. They pick an area
>> focus on it and work on it. That people take on/eat to much, then fail to
>> chew it is not ok. Thus this is designed to prevent that from occurring.
>>
>> Just like Jacob should have had backup. There should be more recruiters,
>> more people on QA, etc. Until ever little detail of every job is being
>> done to perfection. There is no need to stack titles, or widen focus. We
>> need more narrow focus and doing a better job all around.
>
> So do we also restrict people from being on more than one team? What if one team is deemed to be 'not doing well', should they resign from other teams to focus on that one team, or resign from that team so it doesn't drag down their efforts on other teams?

I am primarily concerned about the trustees affect in meatspace; the
fact that they may be signatories on legal documents and I would
prefer they make being a trustee a very high priority over their other
duties.  I concede that this is not a very strong point and we do not
enforce it in other groups.

>
>
> Kind regards,
> Christina Fullam
> Gentoo Developer Relations Lead | Gentoo Public Relations
>
>
>
>
>
>

[gentoo-nfp] Re: [gentoo-council] Foundation by laws: new Article V

[Alec Warner]

On Sun, Aug 31, 2008 at 2:42 PM, Chrissy Fullam <musikc@gentoo.org> wrote:
> I wanted to add two things to my previous email
>
>> Refer to bylaws that were approved in today's Trustee meeting:
>> http://dev.gentoo.org/~neddyseagoon/docs/FoundationBylawsProposed_7.xml
>
>> I cannot understand why a person cannot be on the Council and on the
>> Trustees? We had someone do so in the past and no conflicts or issues
>> arose. What is the reasoning that a person cannot serve on the
>> technical team and the legal team?
>>
>> Please note: that I do not see validity in the statement 'what if
>> Council asks for money and dual role person on the Trustee approves
>> it' as I think that person would hold the same opinion regardless of
>> being on both teams unless we are saying that we cannot trust our
>> Council people to not make decisions in the best interest of Gentoo.
>
> ========================================
> <addition>
> From the Gentoo Foundation Charter page:
> "... the Gentoo project needs a framework for intellectual property
> protection and financial contributions while limiting the contributors'
> legal exposure. The Gentoo Foundation will embody this framework without
> intervening in the Gentoo development."
>
> If the Trustees are not supposed to intervene in Gentoo development, that
> being the technical direction of Gentoo, aren't they are in direct violation
> of this by determining who cannot be a Council member by their own
> membership?

If the Council are not supposed to intervene in the legal and
financial direction of Gentoo, aren't they in direct violation of this
by being having councilmembers who are also trustees?

I think this particular argument is two sided ;p

>
> ========================================
> <second addition>
> Fmccor voted today that there should be a separation of Trustees and
> Council. I see a direct conflict in how he was a Trustee and ran for
> Council, but after not being elected he has now decided that no one else can
> do it either? He accepted his own Council nomination on 2008-06-05 and
> responded to a series of 'questions to our nominees' on the same date.
> From his own email response:
>> > 4. How do you think the council and trustees can work together to
>> > make Gentoo better?
>> I'm already a trustee, so having a council member who is a trustee is
>> a start.

I'm confused by your statement; are you trying to argue that the
council and trustees could work together better if they shared
members?

I would support that argument if it was clear that they are not
working well together right now and sharing members would offer
improvmeent at the cost of the other inherit risks; but I have no data
on that so I am unsure if sharing members is strictly necessary at
this point.

Re: [gentoo-council] RE: [gentoo-nfp] Foundation by laws: new Article V

[Blackace]

On Sun, 2008-08-31 at 16:44 -0700, Alec Warner wrote:
> On Sun, Aug 31, 2008 at 4:07 PM, Chrissy Fullam <musikc@gentoo.org> wrote:
> > Combining emails from antarus and wltjr as in some ways they seem to share the same view, focus on the team that needs it and don't split focus, but I'll hit antarus' other points first.
> >
> >> c) Limitations of Power.  This bylaw limits the damage done by one
> >> person.  It is SOXish; it takes two to tango; two people to be
> >> malicious in some use cases.
> >
> > Iirc, no one person can take action without some kind of peer vote?
> >
> 
> I tried to address this with my 'Treasurer' point; as in it is not
> clear to me if as the Treasurer I can take action legally here.

I really don't think you could, it's called embezzlment :)

Re: [gentoo-nfp] RE: [gentoo-council] Foundation by laws: new Article V

[Blackace]

On Sun, 2008-08-31 at 19:08 -0400, William L. Thomson Jr. wrote:
> It's totally moot, so get over it. There are more important things to
> harp on and waste others time on.

Did you *have* to go and be a complete prick on an otherwise useful
discussion?  You aren't the be all and end all of Gentoo who gets to
dismiss other people and their thoughts.  Are we *trying* to kill all
sense of community or something?  Did I miss a memo?  If I did, I'm glad
I did.  Man.  Seriously.

Re: [gentoo-nfp] RE: [gentoo-council] Foundation by laws: new Article V

[William L. Thomson Jr.]

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On Sun, 2008-08-31 at 21:08 -0700, Blackace wrote:
> On Sun, 2008-08-31 at 19:08 -0400, William L. Thomson Jr. wrote:
> > It's totally moot, so get over it. There are more important things to
> > harp on and waste others time on.
> 
> Did you *have* to go and be a complete prick on an otherwise useful
> discussion?  You aren't the be all and end all of Gentoo who gets to
> dismiss other people and their thoughts.  Are we *trying* to kill all
> sense of community or something?  Did I miss a memo?  If I did, I'm glad
> I did.  Man.  Seriously.

No I am just fed up with the nit picking and stuff that is really not
productive. I will say flat out Chrissy is some what responsible for me
resigning. I am sick of a loud in your face minority speaking up
constantly. At one point a private personal attack I did not appreciate
one bit at all. Which I did forward on to the other trustees etc.

None of it leads to increasing productivity, just additional wheel
spinning. From someone that back in 06 wasn't interested in becoming a
dev. Since then at least to me, and IMHO has been a total pain.

Now that I am not a trustee. I can speak my mind clearly without someone
telling me. Oh you can't act like that your a trustee, etc and so on.
Which trustees are just legal paper pushers, they do not reflect Gentoo
as a whole. That would be more the council. So trustees should not be
held to some standard others aren't.

-- 
William L. Thomson Jr.
Gentoo Linux Developer

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Re: [gentoo-nfp] Foundation by laws: new Article V

[Richard Freeman]

Alec Warner wrote:
> On Sun, Aug 31, 2008 at 1:24 PM, Chrissy Fullam <musikc@gentoo.org> wrote:
>> Refer to bylaws that were approved in today's Trustee meeting:
>>
>> I cannot understand why a person cannot be on the Council and on the
>> Trustees? We had someone do so in the past and no conflicts or issues arose.
>> What is the reasoning that a person cannot serve on the technical team and
>> the legal team?
> 
> a) Should the member go missing we would be down 1 position in both
> bodies, a subcase of Single Point of Failure.

I figured I'd raise an issue that is probably worth thinking about which 
doesn't appear to have come up.  In the past the largest point of 
failure for the trustees has been simply not having enough of them. 
That being the case, does it make sense to do anything to limit 
potential contribution to this team?  In theory council members are in 
the place they are in because for whatever reason they are willing and 
able to devote a lot of devotion to Gentoo.  They should be far more 
capable of wearing multiple hats than others.  I'm fine, of course, with 
general controls to prevent too much concentration of power - but that 
would apply to individual non-council trustees as well.

Having dual-membership would also help to increase alignment of the two 
bodies.  Ideally I'd probably only have one body (like most 
corporations), but there are good practical reasons for the current 
split (differing expertise/interest required, US residency issues).

In my thinking, if the only thing the trustees did was attend a 5 minute 
monthly meeting, cut the odd check to somebody helping out the 
organization, and renew the annual paperwork that would be a success. 
In order to do that we need a number of bodies for oversight, but not 
everybody needs to be willing to spend 10 hours a month on the 
foundation.  If one or two are willing that is probably plenty - but 
they'll need to avoid being frustrated with others who might only appear 
to be dead weight (but dead weight is better than running into a 
situation where only 1-2 people even bother to run for office).

I think that some of the problems in the past with the trustees has been 
a desire to bite off more than they could chew.  Sure, maybe one or two 
members could have handled it, but if everybody isn't willing to go 
along then what happens is that nobody voices the problem out of a 
desire to go along with the team, but nobody contributes either and then 
1-2 people get burned out carrying the load.  The solution isn't to yell 
at the other non-contributors, but rather to not take on more than 
absolutely essential without fully counting the cost.

Gentoo has some serious manpower constraints.  That doesn't make us a 
"dying distro" or anything - but we do need to be careful about not 
focusing too much effort on non-essentials.  If somebody wants to 
volunteer to do something extra that is great (that is how a community 
effort works), but it is important that we not assign "jobs" to 
volunteers that aren't absolutely essential.

My personal opinion is that the trustees would do best to focus on 
making the foundation minimally functional (ie all essential legal 
paperwork in place - drop anything controversial and focus on bylaws 
that all can agree to).  Then it should really look to try to join an 
unbrella organization that will handle the routine issues.  That will 
actually free up trustees to provide more high-level guidance to the 
organization without getting tied up in administration.

All of this is just my personal opinion and I think the trustees would 
do well to at least think about some of this.  I really don't 
need/demand any reply - you guys are the ones in the hot seat and you 
wouldn't have been elected if the rest of us didn't respect your 
judgment.  Just be careful about limiting help - at the next trustee 
election we might find devs volunteering to run on a platform of "I 
don't intend to lift a finger do do much work, but I don't want to see 
the trustees die from not having a quorum so I'll run" and getting 
elected due to a lack of candidates.  I'm not actually convinced that 
this is an entirely bad thing except that it deviates from what would be 
ideal.

Re: [gentoo-nfp] Foundation by laws: new Article V

[William L. Thomson Jr.]

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On Mon, 2008-09-01 at 08:55 -0400, Richard Freeman wrote:
>
> I figured I'd raise an issue that is probably worth thinking about which 
> doesn't appear to have come up.  In the past the largest point of 
> failure for the trustees has been simply not having enough of them.

That is due to lack of interest. There was nothing stopping people from
running for both in the past. Yet still not enough were even interested
in 07.

> In my thinking, if the only thing the trustees did was attend a 5 minute 
> monthly meeting, cut the odd check to somebody helping out the 
> organization, and renew the annual paperwork that would be a success.

There is more to it than that. If it was a minimal time thing, the
foundation would be successful. There is much work to be done, and it's
damn near part time or full time. Do not think it's anything less.
People assuming such explain why not even a fraction of the requirements
for running the foundation each year. Were not met since 05.

> My personal opinion is that the trustees would do best to focus on 
> making the foundation minimally functional (ie all essential legal 
> paperwork in place - drop anything controversial and focus on bylaws 
> that all can agree to).

Well technically the trustees themselves just have to agree on bylaws.
So far there has only be maybe one or two speaking out against them.
That's hardly enough to change the bylaws. Or assume that the majority
disagrees. But they trustees do not need to seek approval for their
actions. Which they are doing in what they feel is in the best interest
of Gentoo.

>   Then it should really look to try to join an 
> unbrella organization that will handle the routine issues.  That will 
> actually free up trustees to provide more high-level guidance to the 
> organization without getting tied up in administration.

There HUGE issues with joining an umbrella. I am really getting tired of
mentioning the reasoning. When people ignore them and just spit out the
same comments over and over.

If we go with an umbrella organization we have a single contact to them.
That is not acceptable. We cannot have one responsible for all
communication, finances, legal issues, etc. That one would likely become
a liaison between Gentoo trustees and the umbrella. 

-- 
William L. Thomson Jr.
Gentoo Linux Developer

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Re: [gentoo-nfp] Foundation by laws: new Article V

[Roy Bamford]

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On 2008.09.01 13:55, Richard Freeman wrote:
[snip]

Richard, 

Thank you for a well thought out mail. Its worth a point by 
point response as it collects a number of issues together and I can use 
my response to air some possibly contraversial solutions to some of the 
problems you recognise.
 
> I figured I'd raise an issue that is probably worth thinking about
> which 
> doesn't appear to have come up.  In the past the largest point of 
> failure for the trustees has been simply not having enough of them.
I would generalise that to be "too few spread too thinly". However, we 
are where we are, we need to get to where we want to be.

> That being the case, does it make sense to do anything to limit 
> potential contribution to this team?  
Only as far as to prevent conflicts of interest. e.g. The council has 
seven members and the foundation has five trustees. Would you permit 
the corner case of trustees being a subset of council ?

There are so few people interested in Trustee roles because Gentoo 
developers are first and formost interested in software, not business 
administration. In my view, we will find more trustees by allowing 
users to become members, so that they may stand for the role. There was 
a groundswell against this idea but maybe given time, views will 
change. I don't think we will have a shortage of trustees but read on.  

> In theory council members are 
> in the place they are in because for whatever reason they are willing 
> and able to devote a lot of devotion to Gentoo.  They should be far 
> more  capable of wearing multiple hats than others.  I'm fine, of 
> course, with  general controls to prevent too much concentration of 
> power - but  that would apply to individual non-council trustees as 
> well.
> 
> Having dual-membership would also help to increase alignment of the
> two bodies.  Ideally I'd probably only have one body (like most 
> corporations), but there are good practical reasons for the current 
> split (differing expertise/interest required, US residency issues).
I would like to work out a single body struture like most corporations 
too but thats way in the future, after the foundation has shown that 
its not going to vanish from the public eye. The trust from the gentoo 
community simply isn't there yet and won't be for a few years.

> 
> In my thinking, if the only thing the trustees did was attend a 5
> minute monthly meeting, cut the odd check to somebody helping out the 
> organization, and renew the annual paperwork that would be a success.
/me smiles.
 
> In order to do that we need a number of bodies for oversight, but not 
> everybody needs to be willing to spend 10 hours a month on the 
> foundation.  If one or two are willing that is probably plenty - but 
> they'll need to avoid being frustrated with others who might only
> appear to be dead weight (but dead weight is better than running into 
> a situation where only 1-2 people even bother to run for office).
> 
> I think that some of the problems in the past with the trustees has
> been a desire to bite off more than they could chew.  Sure, maybe one 
> or two members could have handled it, but if everybody isn't willing 
> to go  along then what happens is that nobody voices the problem out 
> of a 
> desire to go along with the team, but nobody contributes either and
> then 
> 1-2 people get burned out carrying the load.  The solution isn't to
> yell 
> at the other non-contributors, but rather to not take on more than 
> absolutely essential without fully counting the cost.
There are two stages to running the Gentoo Foundation. The first is to 
get it set up the way New Mexico, the IRS and ourselves require, then 
to manage its day to day business.

We are mostly there with the first part - we still need to sort out a 
bank account. After that we need to sort out the shop. It still doesn't 
have any Gentoo CD/DVDs for sale. 

> Gentoo has some serious manpower constraints.  That doesn't make us a 
> "dying distro" or anything - but we do need to be careful about not 
> focusing too much effort on non-essentials.  If somebody wants to 
> volunteer to do something extra that is great (that is how a 
> community effort works), but it is important that we not assign 
> "jobs" to volunteers that aren't absolutely essential.
I don't think we are doing that - if you spot something we are wasting 
resource on, please tell us.

> 
> My personal opinion is that the trustees would do best to focus on 
> making the foundation minimally functional (ie all essential legal 
> paperwork in place - drop anything controversial and focus on bylaws 
> that all can agree to).
The bylaws were agreed on Sunday, 31 August. Its the first time in the 
Gentoo Foundations history that it has had formally adopted bylaws.
That means we now have terms of reference to appoint officers. Until 
now, trustees have doubled as officers but that is set to change. That 
will allow the trustees to revert to their more normal director roles 
and try to attract people to the officer roles that are more skilled, 
have more time etc., for the work. Its officers that do all the real 
work under the direction of the trustees. That will increase the 
foundation manpower. I should also make it clear that Foundation 
offiers need not be Gentoo developers, anyone who is capable of 
discharging the duties as stated in the bylaws can serve as an officer.

<speculation> its likely that any officers who are not already gentoo 
developers would become gentoo staff members, like myself 
</speculation>

> Then it should really look to try to join an 
> unbrella organization that will handle the routine issues.  That will 
> actually free up trustees to provide more high-level guidance to the 
> organization without getting tied up in administration.
That is certainly one long term option.

> 
> All of this is just my personal opinion and I think the trustees 
> would do well to at least think about some of this.
I think we have.

> I really don't 
> need/demand any reply - you guys are the ones in the hot seat and you 
> wouldn't have been elected if the rest of us didn't respect your 
> judgment.  Just be careful about limiting help - at the next trustee 
> election we might find devs volunteering to run on a platform of "I 
> don't intend to lift a finger do do much work, but I don't want to 
> see the trustees die from not having a quorum so I'll run" and 
> getting 
> elected due to a lack of candidates.  
Thats already happened, read some of the trustees election manifestos 
from Feb 2008.

> I'm not actually convinced that 
> this is an entirely bad thing except that it deviates from what would
> be ideal.
> 

I'm surpised that the phrase "No individual shall serve as a Gentoo 
Foundation Trustee and Gentoo Council Member concurrently" has stirred 
up so much interest in the Foundation. I thought there were much more 
contentious bits in the bylaws but I'm not saying which.

The views expressed here are my own and do not represent the views of 
the Gentoo Foundation or other trustees. 

- -- 
Regards,

Roy Bamford
(NeddySeagoon) a member of
gentoo-ops
forum-mods
treecleaners
trustees
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RE: [gentoo-nfp] RE: [gentoo-council] Foundation by laws: new Article V

[Chrissy Fullam]

> William L. Thomson Jr. wrote:
> > On Sun, 2008-08-31 at 21:08 -0700, Blackace wrote:
> > > On Sun, 2008-08-31 at 19:08 -0400, William L. Thomson Jr. wrote:
> > > It's totally moot, so get over it. There are more important things
> > > to harp on and waste others time on.
> >
> > You aren't the be all and end all of Gentoo who gets to
> > dismiss other people and their thoughts.  Are we *trying* to kill all
> > sense of community or something?  

Thank you blackace.

> Fail safes, so get over it. Your making it a much bigger deal than
> it is.

> No I am just fed up with the nit picking and stuff that is really not
> productive. 

If you feel this isn't worth your time then please find another topic to
respond to and let this one carry on as others see fit; as I'm not the only
one discussing this it must be viewed as worth other people's time. Please
stop telling others what is or isn't a big deal to them or what you say they
should find to be productive. The discussion is worthwhile to me, I want to
understand the reasoning behind the new rule. I may not agree to it and I
can accept that, but it is entirely within my right to ask for
clarification.

> I will say flat out Chrissy is some what responsible for me
> resigning. 

Kindly leave the personal stuff out of this.
 
> None of it leads to increasing productivity, just additional wheel
> spinning. From someone that back in 06 wasn't interested in becoming a
> dev. Since then at least to me, and IMHO has been a total pain.

Kindly leave the personal stuff out of this and not assume what I did or did
not contribute to. Anyone could easily look up and confirm that I started
contributing quite regularly since mid 2006 and after officially joining in
2007 my focus shifted.

> Now that I am not a trustee. I can speak my mind clearly without someone
> telling me. 

And like every other person (developer, user, etc) you too are bound to CoC
so speak your mind clearly while adhering to the same principles that others
do. If fuzzy, please review:
http://www.gentoo.org/proj/en/council/coc.xml#doc_chap3


Kind regards,
Christina Fullam
Gentoo Developer Relations Lead | Gentoo Public Relations 

RE: [gentoo-nfp] RE: [gentoo-council] Foundation by laws: new Article V

[William L. Thomson Jr.]

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On Mon, 2008-09-01 at 21:44 -0700, Chrissy Fullam wrote:
> >as I'm not the only
> one discussing this it must be viewed as worth other people's time. 

Who else is participating? Alec was responding to your questioning with
reasoning. Rich came from left field. Blackace is commenting on my
response. So who else is discussing this?

Not a single person has made a single post on the recently voted in
bylaws other than Chrissy. There are other much more questionable
subjects and sections in the bylaws. But those are being ignored.

Why this one section? Hmm, well as stated and as history shows. Chrissy
have a personal connection to someone who was on both council and
trustees. While this has really nothing to do with them specifically.
It's not hard to make the connection to why this particular section is
being singled out and focus'd on. But mostly a single individual, not my
multiple.

Not a single person on council has said anything. Or any of the 200+
developers/foundation members. So we have less than 1% here speaking up.
Really just one person.

>  The discussion is worthwhile to me, I want to
> understand the reasoning behind the new rule. I may not agree to it and I
> can accept that, but it is entirely within my right to ask for
> clarification.

It's not right for every decision or action to be questioned and
justified. That will not lead to productivity. The trustees and
foundation do not have to answer to every member individually. In fact
given the structure, or lack their of. There is no one or nothing above
trustees, not council, etc. Just as the trustees are not over the
council.

So really trustees could do what they like, and only recourse would be
to not vote for them next time. Then to reverse anything after the fact.
No amount of questioning, bitching, protesting, etc. Will change the
trustees actions and opinions. Unless they allow it to.

Which that alone, one might say hey the bylaws should address that. But
instead of focusing on real sections of the bylaws and looking to
improve. We are nit picking on a minor section that is not likely to
effect many if any. Since in the history of Gentoo there has only been
one to be on both trustees and council. Which means it's not likely to
re-occur. So any rules preventing such are quite minor and pretty moot.

-- 
William L. Thomson Jr.
Gentoo Linux Developer

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Re: [gentoo-nfp] RE: [gentoo-council] Foundation by laws: new Article V

[Jorge Manuel B. S. Vicetto]

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William L. Thomson Jr. wrote:
| On Mon, 2008-09-01 at 21:44 -0700, Chrissy Fullam wrote:
|>> as I'm not the only
|> one discussing this it must be viewed as worth other people's time.
|
| Who else is participating? Alec was responding to your questioning with
| reasoning. Rich came from left field. Blackace is commenting on my
| response. So who else is discussing this?
|
| Not a single person has made a single post on the recently voted in
| bylaws other than Chrissy. There are other much more questionable
| subjects and sections in the bylaws. But those are being ignored.
|

William, while I failed to join the discussion in the last 2 meetings
and haven't been able to check what was approved, I'm also interested in
this point. So Chrissy is not alone in this.
I also note that for the few months I followed the discussion on the nfp
list about the bylaws, I only remember a mention to this around the
council election time and I wasn't aware that it had in fact been enacted.
My personal opinion is that making this a rule is wrong and can prove to
be counter-productive. I understand the reasons you and others have
raised, but in my view this should be left to the voters - it is (or
should be) their choice in the end.

- --
Regards,

Jorge Vicetto (jmbsvicetto) - jmbsvicetto at gentoo dot org
Gentoo- forums / Userrel / SPARC / KDE
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Re: [gentoo-nfp] RE: [gentoo-council] Foundation by laws: new Article V

[William L. Thomson Jr.]

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On Tue, 2008-09-02 at 15:06 +0000, Jorge Manuel B. S. Vicetto wrote:
>
> William, while I failed to join the discussion in the last 2 meetings
> and haven't been able to check what was approved, I'm also interested in
> this point. So Chrissy is not alone in this.

Ok, so we are up to two now. Have we neared or crested 1% ? We cannot
allow such a small percentage to hold things back. Put another way,
there are more trustees voting and saying go forward. Than those
contesting it. So outweighed right there.

> I also note that for the few months I followed the discussion on the nfp
> list about the bylaws, I only remember a mention to this around the
> council election time and I wasn't aware that it had in fact been enacted.

Drafts of the bylaws have been available for weeks.

> My personal opinion is that making this a rule is wrong and can prove to
> be counter-productive. I understand the reasons you and others have
> raised, but in my view this should be left to the voters - it is (or
> should be) their choice in the end.

Not everything the trustees do will be put to a vote. There is no
infrastructure in place for such voting as is. Much less when there are
votes put to the membership base. It will be on more important matters.

You casted your votes for the trustees. Thus they are representing you.
No need for representation, and then on top of that, representing ones
self. Plus votes will be reserved for major things. Like saying joining
an umbrella.

Not for certain minor sections of bylaws or etc. When there is so much
the bylaws fail to address. Addresses in more controversial ways now,
etc and so on. Focus on this one section is quite odd. I have yet to see
counter arguments of factual reasons as to why it should be reversed,
changed, or voted on. So a meritless debate.

But let's say we voted. So far there are 2 votes against, and likely ~5
votes for. So whats the point? We know the results already. Just by the
number or lack there of, of those interested or commenting ;)

-- 
William L. Thomson Jr.
Gentoo Linux Developer

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Re: [gentoo-nfp] RE: [gentoo-council] Foundation by laws: new Article V

[Ned Ludd]

On Tue, 2008-09-02 at 15:06 +0000, Jorge Manuel B. S. Vicetto wrote:

[snip]

> I understand the reasons you and others have
> raised, but in my view this should be left to the voters - it is (or
> should be) their choice in the end.

I tend to agree with this statement.


-- 
Ned Ludd <solar/gentoo.org>

Re: [gentoo-nfp] RE: [gentoo-council] Foundation by laws: new Article V

[William L. Thomson Jr.]

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On Tue, 2008-09-02 at 08:25 -0700, Ned Ludd wrote:
> On Tue, 2008-09-02 at 15:06 +0000, Jorge Manuel B. S. Vicetto wrote:
> 
> [snip]
> 
> > I understand the reasons you and others have
> > raised, but in my view this should be left to the voters - it is (or
> > should be) their choice in the end.
> 
> I tend to agree with this statement.

I guess everyone forgets my calls for that a long time ago. Much less
that I was trying to go through the bylaws section by section. So all
could feel they were involved and had some say.

I am so sick of all this crap. Which explains why I resigned.

Now we have someone from infra and elections commenting on voting. I
hope action is taken to provide resources for such. Because if the
trustees wanted to call a vote on such matters right now. Could they?
How long before the voting could take place? How long would it last for?
Who is eligible to vote? What if the vote outcome does not reflect the
desire of the outspoken minority? Will it be accepted when it's not now?
What will the appeal process to voting be?

Funny how bylaws don't address the voting decision making process. But
no one is taking issue there :)

Talk is cheap and I am soo sick of it. Show me the $, take action, then
speak.

-- 
William L. Thomson Jr.
Gentoo Linux Developer

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Re: [gentoo-nfp] RE: [gentoo-council] Foundation by laws: new Article V

[Roy Bamford]

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On 2008.09.02 16:06, Jorge Manuel B. S. Vicetto wrote:

> My personal opinion is that making this a rule is wrong and can prove
> to be counter-productive. I understand the reasons you and others 
> have raised, but in my view this should be left to the voters - it is 
> (or
> should be) their choice in the end.
> 
> --
> Regards,
> 
> Jorge Vicetto (jmbsvicetto) - jmbsvicetto at gentoo dot org
> Gentoo- forums / Userrel / SPARC / KDE
> 

Jorge,

The three remaining trustees were also nominated to stand for election 
for the council. Had they all accepted and been elected to the council, 
today we would be in the position of having trustees being a subset of 
council. That would have totally destroyed the council/foundation split 
that was one of the reasons the two bodies were created.

We need rules to stop that situation from occuring.

If we are to remove the council/foundation split and adopt a more 
normal corporate structure, lets do it deliberately with the changes to 
both council and foundation to make a single workable body capable of 
dealing with all aspects of Gentoo and without holding back development 
rather than find we have done it accidently by electing the same people 
to both bodies.

The opinions expressed here are my own, not the opinions of the Gentoo 
Foundation Inc.

- -- 
Regards,

Roy Bamford
(NeddySeagoon) a member of
gentoo-ops
forum-mods
treecleaners
trustees
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Re: [gentoo-nfp] RE: [gentoo-council] Foundation by laws: new Article V

[Ned Ludd]

On Tue, 2008-09-02 at 11:35 -0400, William L. Thomson Jr. wrote:
> On Tue, 2008-09-02 at 08:25 -0700, Ned Ludd wrote:
> > On Tue, 2008-09-02 at 15:06 +0000, Jorge Manuel B. S. Vicetto wrote:
> > 
> > [snip]
> > 
> > > I understand the reasons you and others have
> > > raised, but in my view this should be left to the voters - it is (or
> > > should be) their choice in the end.
> > 
> > I tend to agree with this statement.
> 
> I guess everyone forgets my calls for that a long time ago. Much less
> that I was trying to go through the bylaws section by section. So all
> could feel they were involved and had some say.
> 
> I am so sick of all this crap. Which explains why I resigned.
> 
> Now we have someone from infra and elections commenting on voting. 

I'm sorry. Are you trying to call me out?  Pretty sure I'm a foundation
member longer than most anybody here. Do I not have a voice in Gentoo
after putting it 5+ years of my life towards it?

If you are sick of stuff. Stop commenting. I was not replying to you to
begin with. 

Re: [gentoo-nfp] RE: [gentoo-council] Foundation by laws: new Article V

[William L. Thomson Jr.]

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On Tue, 2008-09-02 at 09:49 -0700, Ned Ludd wrote:
>
> I'm sorry. Are you trying to call me out?

No, but you are requesting voting ability. Which we lack the resources
for. So would be nice to see some effort there. Instead of just saying,
yeah we need that. Then waiting for another to make it happen.

Just found it interesting people from two parties required to make
something happen both were interested in. Would bring up a subject and
topic. Second it, and then fail to act upon it.

If you want to see that as calling someone out. Ok, and in that respect.
The trustees were being called out for not putting something to a vote.

Tit for tat does not lead to increased productivity.

> Pretty sure I'm a foundation member longer than most anybody here. Do
> I not have a voice in Gentoo after putting it 5+ years of my life
> towards it?

Not sure how to read that statement. Given that the foundation never
functioned properly short of it's first year in 04-05. Since then it's
failed year after year. So I am not sure I would be proud of being a
member. Or that during your 5+ years, the foundation sat by the way
side. Being totally neglected, not even doing the bare minimum required
of any NPO.

Gentoo Foundation != Gentoo Project

So 5+ years contributed to the project, doesn't do a damn thing for a
ailing foundation of ~4yrs.

> If you are sick of stuff.

I am sick of others commenting, waiting for someone else to act.

>  Stop commenting. I was not replying to you to begin with.

Thus I have just joined the penal gallery with all the other
comment'ers. As is others right to do so, I am simply commenting as a
foundation member.

It's just sad that while I was acting, others commented the point of
convincing me to cease any and all actions. What a win for the community
and the foundation. So now I will just comment like others and wait to
see who if anyone acts.

-- 
William L. Thomson Jr.
Gentoo Linux Developer

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Re: [gentoo-nfp] RE: [gentoo-council] Foundation by laws: new Article V

[Richard Freeman]

Roy Bamford wrote:
> The three remaining trustees were also nominated to stand for election 
> for the council. Had they all accepted and been elected to the council, 
> today we would be in the position of having trustees being a subset of 
> council. That would have totally destroyed the council/foundation split 
> that was one of the reasons the two bodies were created.
> 
> We need rules to stop that situation from occuring.
> 

Is this the case?  That we need to stop the council/trustees from
overlapping?  Is it true that the council/foundation split was one of
the reasons the two bodies were created?

My understanding is that the reason we have two bodies is so that people
can contribute to either the council and/or the trustees based on their
enthusiasm or ability to contribute, without being required to
contribute to both.  Also - due to the foundation being a US corporation
it is likely the case that we can't have non-US-residents holding board
positions.  So, the split is a practical matter - not a matter of
principle per se.

I wasn't seriously involved back when the trustees were created so I 
won't presume to argue that I really know all the reasons for it being a 
separate body.  However, I don't think that really matters - the only 
thing that matters is if we think it should be forced to be such today.

In my opinion the benefits of joint council/trustee membership outweigh 
the downside.  However, I'm sure things will go on fine either way - 
I'll trust the trustees/council to make the right decision.

Re: [gentoo-nfp] RE: [gentoo-council] Foundation by laws: new Article V

[Ferris McCormick]

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Partial reply
============
On Tue, 02 Sep 2008 18:16:21 -0400
Richard Freeman <rich0@gentoo.org> wrote:

> Roy Bamford wrote:
> > The three remaining trustees were also nominated to stand for election 
> > for the council. Had they all accepted and been elected to the council, 
> > today we would be in the position of having trustees being a subset of 
> > council. That would have totally destroyed the council/foundation split 
> > that was one of the reasons the two bodies were created.
> > 
> > We need rules to stop that situation from occuring.
> > 
> 
> Is this the case?  That we need to stop the council/trustees from
> overlapping?  Is it true that the council/foundation split was one of
> the reasons the two bodies were created?
> 
> My understanding is that the reason we have two bodies is so that people
> can contribute to either the council and/or the trustees based on their
> enthusiasm or ability to contribute, without being required to
> contribute to both.  Also - due to the foundation being a US corporation
> it is likely the case that we can't have non-US-residents holding board
> positions.  So, the split is a practical matter - not a matter of
> principle per se.
> 
Richard,
  I guess you don't know that Roy (NeddySeagoon) is a trustee living in
Scotland? :)  Not a US citizen.

There are two bodies because (1) the council is elected by the Gentoo
developers to guide the technical aspects of the Gentoo project.  It's
members must be developers, I believe.

And (2), The trustees are the board of the Gentoo Foundation, a New
Mexico not-for-profit corporation which is separate from the project.
The trustees are elected by the members of the Foundation and must be
members of the Foundation.

Not all developers are members of the Foundation, and not all
Foundation members are developers, so it would be impossible to have
just one governing body even if we wanted to.  Which we don't, because
the skills required for the one are not the same as those required for
the other.

So the split is a bit more than a practical matter.  It is required
because the developers and Foundation members are not the same people
(although there is a lot of overlap, of course).
> I wasn't seriously involved back when the trustees were created so I 
> won't presume to argue that I really know all the reasons for it being a 
> separate body.  However, I don't think that really matters - the only 
> thing that matters is if we think it should be forced to be such today.
> 
> In my opinion the benefits of joint council/trustee membership outweigh 
> the downside.  However, I'm sure things will go on fine either way - 
> I'll trust the trustees/council to make the right decision.
> 

I'll leave the hard parts to someone else.
Regards,
Ferris
--
Ferris McCormick (P44646, MI) <fmccor@gentoo.org>
Developer, Gentoo Linux (Sparc, Userrel, Trustees)

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Re: [gentoo-nfp] RE: [gentoo-council] Foundation by laws: new Article V

[Roy Bamford]

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Richard, 

I've seen fmccors reply, let me have a got too. 

On 2008.09.02 23:16, Richard Freeman wrote:
> Roy Bamford wrote:
> > The three remaining trustees were also nominated to stand for
> election 
> > for the council. Had they all accepted and been elected to the
> council, 
> > today we would be in the position of having trustees being a subset
> of 
> > council. That would have totally destroyed the council/foundation
> split 
> > that was one of the reasons the two bodies were created.
> > 
> > We need rules to stop that situation from occuring.
> > 
> 
> Is this the case?  That we need to stop the council/trustees from
> overlapping?  Is it true that the council/foundation split was one of
> the reasons the two bodies were created?
It wasn't that simple - I'll add some history further down.
> 
> My understanding is that the reason we have two bodies is so that
> people
> can contribute to either the council and/or the trustees based on
> their
> enthusiasm or ability to contribute, without being required to
> contribute to both.  Also - due to the foundation being a US
> corporation
> it is likely the case that we can't have non-US-residents holding
> board
> positions.  So, the split is a practical matter - not a matter of
> principle per se.

There have been a number of non US citizen trustees over the years.
I'm the only one at the moment. Three of the original 13 trustees were 
non-US citizens. There are some roles that are more difficult for a non 
US citizen to perform, like treasurer, which requires dealing with 
cheques.
> 
> I wasn't seriously involved back when the trustees were created so I 
> won't presume to argue that I really know all the reasons for it  
> being a separate body.  However, I don't think that really matters - 
> the only thing that matters is if we think it should be forced to be 
> such today.

The two bodies were created at different times - I was not a developer 
at the time so some of this is hearsay ...
The Gentoo Foundation Inc was created on 14th May 2004 (ref Articles of 
Incorporation) as a part of the process of Daniel Robbins (our founder) 
extracting himself from Gentoo.
Daniel held the post of Chief Archietect and pretty much ran gentoo as 
a benevolent dictator. He also had a business orgainsation known as 
Gentoo Technologies Inc which owned Gentoos trademarks and IPR.

As part of Daniels leaving, the Foundation was set up and the Gentoo 
Technologies Inc trademarks and IPR transferred to it. (Thats legally 
documented too.) The intent of the foundation is stated in the 
introduction to the Foundation Charter. 
http://www.gentoo.org/foundation/en/
Its clear it was intended to be separate from the technical part of 
Gentoo. 

At this time, technical leadership of Gentoo was left to the Top Level 
Project leads. It was not yet the council - that came later.

The council was created by GLEP 39 
http://www.gentoo.org/proj/en/glep/glep-0039.html from that it appears 
that the GLEP was created on 01-Sep-2005 and adoped on 09-Feb-2006, 
nearly two years after the creation of the Foundation.

It follows that the Foundation was created to replace Gentoo 
Technologies Inc, leaving the old (beneth Daniel) technical leadership 
untouched and the council came into being as a solution to the 
increasing number of top level projects some time later.

In a nutshell, we have two bodies today because its always been that 
way. Gentoo Technologies became the Forundation and the top level 
project leads became the council.

> 
> In my opinion the benefits of joint council/trustee membership
> outweigh 
> the downside.  However, I'm sure things will go on fine either way - 
> I'll trust the trustees/council to make the right decision.

I think thats a somewhat simplistic view of the world. In the legal/
business environment that the Foundation operates in we cannot trust to 
luck and we should not trust individuals to do 'the right thing'. Often 
different groups have different views of what the 'right thing' is.

As I have explained the two bodies were created at different times to 
solve different problems. I would venture to guess that there was no 
thought given to creating a more normal corporate structure for Gentoo 
when Daniel departed.

Now back to your point. I am convinced that the two bodies should 
staffed by separate individuals as they serve two different purposes 
and represnet two different (but overlapping) groups. I agree that the 
groups could be merged into a more usual corporate structure but 
only by a deliberate act by both groups (or their leaders). It would be 
wrong to permit one group to *accidently* be lead by a subset of the 
other.

- -- 
Regards,

Roy Bamford
(NeddySeagoon) a member of
gentoo-ops
forum-mods
treecleaners
trustees
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