Hey all, I wrote this text up some months ago when Ian Delaney and Roy were making first noises that the Gentoo foundation should be in overall control of the distribution. At that time I didn't know about SPI and umbrella corporations yet. Now, I see an umbrella organization as e.g. SPI as the better choice, since it relieves us from the jobs that noone (not even the trustees) want to do. Mostly I am sending this text (slightly edited) now out as alternative proposal for the unfortunate case when (for whatever reason) working with an umbrella organization such as SPI were not possible. I've shown the text to a few people in the meantime, so don't be surprised if it has text overlap with other e-mails or reorganization proposals. Cheers, Andreas ------------ Motivation: In recent vivid debates the Gentoo metastructure and the responsibilities of its organs have been called into question by a vocal minority. Compared with how the distribution has been running over the last years, most of the proposals aim to adapt reality to organizational structures. This proposal instead aims - in a very similar way as Michael's SPI proposal - to adapt organizational structures to reality. Letters [z] are textual footnotes, numbers [9] point to web links as source material. Proposal: [a] The Gentoo Foundation bylaws are amended such that: * Gentoo Foundation trustee positions are appointed by the elected Gentoo Council via majority vote, for a fixed term. Each appointed person has to be confirmed by a yes/no vote of the Foundation members. A non-quorate member vote (less than 1/3 member participation) counts as confirmation. * The Gentoo Council acts as independent, voter-appointed review and oversight body for the Gentoo Foundation and has full access to Gentoo Foundation data. It can require regular status updates from Gentoo Foundation trustees and officers. * The Gentoo Council can dismiss Gentoo Foundation trustees before their term runs out by unanimous vote of Gentoo Council members. Implementation: While changing the role of the Gentoo Council requires changes to GLEP 39 and thereby a vote of all developers, the above changes to the Gentoo Foundation bylaws can be implemented by the trustees alone. So, in principle this change could be done during the next Gentoo Foundation trustee meeting and be immediately in effect. Rationale (the long part): [b] A] Philosophy – should the „suits“ lead? The main purpose of the Gentoo Foundation is to administrate Gentoo finances and protect Gentoo intellectual property. We are talking about two important tasks here that require high dedication and are central to the daily functioning of Gentoo. However, Gentoo is not a corporation, but an open source initiative by volunteers. Most people investing time into Gentoo as developers [c] are focussing on the technical aspect, and a community without code is worthless in our context. I am aware that current trustees are investing also much time and effort into technical aspects of Gentoo. However, having people direct the course of the distribution due to occupying a non- technical, finance and administrative *role* means having the tail wag the dog. If anything, in a community-driven, non commercial Linux distribution administration should follow technical requirements. B] Practicality – the two-headed snake The separation of tasks and responsibilities between Gentoo Council and the Gentoo Foundation trustees has worked out fine for years. Any one-sided attempt to change the balance, however, easily provides cause for conflict and endless bikeshedding. This not only binds efforts and slows down decision processes, but also makes Gentoo as a whole vulnerable to outside manipulation. By playing the Gentoo Foundation trustees against the Gentoo Council or vice versa, and searching supporters whereever it just suits, third parties can induce friction and attempt to work around established procedures. C] Mandate – manifestos and voter perception Given the background of the previous years and the election manifestos of the two 2016 elected Gentoo Foundation trustees [1,2] I see no voter intent to extend the powers of the Gentoo Foundation trustees into topics previously handled by the Gentoo Council. Conversely, manifestos of the 2016 elected Gentoo Council members cover a very wide range of topics [3,4,5,6,7,8], in particular including also community oversight and public relations. D] Oversight – past inactivity of the trustees to protect Gentoo assets As already stated above, the current role of the Gentoo Foundation and its trustees is very important for the daily running of Gentoo – without it there would be no infrastructure, no funds for equipment, and so on. However, past events (failing to renew corporate registration, failing to submit tax filings, the treasurer disappearing for many months without anyone panicking, an apparent 5-digit mismatch in finances) do not really recommend the Gentoo Foundation as top level oversight body. On the contrary, a compliance board (as in this proposal the Gentoo Council) should be instated which is able to oversee and take corrective action. E] Legalese – formal legitimization of the current trustee election The current method of electing the Gentoo Foundation trustees is legally shaky. I have no doubts that the election process fairly expresses the wishes of the voters. However, it leads to a rather strange conundrum in the Gentoo Foundation bylaws: The bylaws require that the Board of Trustees is elected by an annual meeting of the foundation members [Sec. 3.2], which is supposed to normally take place on IRC in the #gentoo-trustees channel [Sec. 3.1]. A meeting requires a quorum of 1/3 of the members entitled to vote, „represented in person“ [Sec. 3.9]. If this is taken verbatim, none of the trustees of the past years would have been elected; I can't remember any meeting where a quorum of foundation *members* would have been present. A completely different, conflicting set of instructions covering the current method and condorcet voting, is set out in a later paragraph [Sec. 5.5]. --------- [a] In case this is not legally possible for a New Mexico nonprofit, a re- incorporation in a different legal system (e.g., EU, where many Gentoo developers now reside) should be pursued. [b] I have taken the liberty to freely use arguments here which have originally been posted by, e.g., rich0 or neddyseagoon. Nevertheless, opinions expressed here are mine and should not be construed as a Gentoo Council or ComRel team statement. [c] A developer is a person who has passed the recruitment process and has a @gentoo.org e-mail address. This is independent of push access to the main Gentoo ebuild repository. [1] http://dev.gentoo.org/~dabbott/manifest.html [2] https://dev.gentoo.org/~prometheanfire/trustee-manifesto.html [3] https://dev.gentoo.org/~blueness/manifesto-2016.txt [4] https://dev.gentoo.org/~dilfridge/Manifest-2016.txt [5] https://archives.gentoo.org/gentoo-project/message/ 368c35c8337e00d5e22686c782a917b7 [6] https://dev.gentoo.org/~k_f/Manifest-2016.txt [7] https://dev.gentoo.org/~rich0/council-manifesto-2016.txt [8] https://archives.gentoo.org/gentoo-project/message/ 92961cfdbe56960fa2c78a04662c3547