[gentoo-project] Formally have Council oversee the Foundation 2.0

[gentoo-project] Formally have Council oversee the Foundation 2.0

[Andreas K. Huettel]

[-- Attachment #1: Type: text/plain, Size: 7501 bytes --]

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

[-- Attachment #2: This is a digitally signed message part. --]
[-- Type: application/pgp-signature, Size: 981 bytes --]

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[Matthew Thode]

[-- Attachment #1.1: Type: text/plain, Size: 2165 bytes --]

On 01/14/2017 03:43 PM, Andreas K. Huettel wrote:
> 
> 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.

I don't think I agree with this, characterizing my proposal as adapting
reality to organizational structures is the exact opposite of what I'm
trying to achieve.  I'd go as far as to say we both want to adapt
organizational structures to reality, and each of us may see that as
different.  For me it's the legal reality.

I'm not sure the Gentoo Council being put above the Foundation would
work.  Mainly because we'd still have the 'two headed beast', though in
a different way.  The Foundation would be beholden to both the US
government and the Council.

Administration following technical requirements is mostly fine, however,
when a technical person tells the foundation to do something that's not
allowed then at that point it makes sense for things to be dictated in
the other direction.

I'm not sure I agree with [C].  I don't think the Foundation is looking
to tell the council what to do in purely technical matters, only in
matters that have some bearing in a legal or financial way.

Much has been said about [D] for why the Foundation should not oversee
Gentoo as a whole (even though legally that's what we already do...).
In the past the Foundation has been lax in renewal of some things, but I
do believe that this is something that is firmly in the past.  It has
not been the case for years.

I think that any change needs to happen from both sides, which is the
main reason I tried to reach out to the council a couple of months ago.
Antagonism from either side isn't going to help things move along but
probably distract from actual goals (like this email probably is).

-- 
Matthew Thode (prometheanfire)


[-- Attachment #2: OpenPGP digital signature --]
[-- Type: application/pgp-signature, Size: 801 bytes --]

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[Kristian Fiskerstrand]

[-- Attachment #1.1: Type: text/plain, Size: 1001 bytes --]

On 01/15/2017 12:03 AM, Matthew Thode wrote:
> I think that any change needs to happen from both sides, which is the
> main reason I tried to reach out to the council a couple of months ago.
> Antagonism from either side isn't going to help things move along but
> probably distract from actual goals (like this email probably is).

Why doesn't the manifest presented ahead of the latest
foundation/trustee election mention the pursuit of increased powers for
trustees compared to the status quo?

As for the approach to council, it has been established that the council
generally prefer as discussion to happen on the public mailing lists
before making any decisions, and the level of details was in any case
too lax to make any determinations, i.e the proposal lacks detailed
analysis and proposal for a decision to be made by council.

-- 
Kristian Fiskerstrand
OpenPGP keyblock reachable at hkp://pool.sks-keyservers.net
fpr:94CB AFDD 3034 5109 5618 35AA 0B7F 8B60 E3ED FAE3


[-- Attachment #2: OpenPGP digital signature --]
[-- Type: application/pgp-signature, Size: 488 bytes --]

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[Matthew Thode]

[-- Attachment #1.1: Type: text/plain, Size: 1345 bytes --]

On 01/14/2017 05:08 PM, Kristian Fiskerstrand wrote:
> On 01/15/2017 12:03 AM, Matthew Thode wrote:
>> I think that any change needs to happen from both sides, which is the
>> main reason I tried to reach out to the council a couple of months ago.
>> Antagonism from either side isn't going to help things move along but
>> probably distract from actual goals (like this email probably is).
> 
> Why doesn't the manifest presented ahead of the latest
> foundation/trustee election mention the pursuit of increased powers for
> trustees compared to the status quo?
> 
> As for the approach to council, it has been established that the council
> generally prefer as discussion to happen on the public mailing lists
> before making any decisions, and the level of details was in any case
> too lax to make any determinations, i.e the proposal lacks detailed
> analysis and proposal for a decision to be made by council.
> 

First, I don't think this is an extension of powers, but more of a
formalization of how things are, from a legal perspective.

If you are asking about my personal manifest it's because it wasn't in
the plan at the time.

I was told to go make a proposal on the public mailing lists.  I've done
so and still not received feedback from the council as a body.

-- 
Matthew Thode (prometheanfire)


[-- Attachment #2: OpenPGP digital signature --]
[-- Type: application/pgp-signature, Size: 801 bytes --]

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[Kristian Fiskerstrand]

[-- Attachment #1.1: Type: text/plain, Size: 466 bytes --]

On 01/15/2017 12:19 AM, Matthew Thode wrote:
> I was told to go make a proposal on the public mailing lists.  I've done
> so and still not received feedback from the council as a body.

Why would the council as a body make a petition as a body on a proposal
that is not sufficiently well-prepared to comment on?

-- 
Kristian Fiskerstrand
OpenPGP keyblock reachable at hkp://pool.sks-keyservers.net
fpr:94CB AFDD 3034 5109 5618 35AA 0B7F 8B60 E3ED FAE3


[-- Attachment #2: OpenPGP digital signature --]
[-- Type: application/pgp-signature, Size: 488 bytes --]

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[Matthew Thode]

[-- Attachment #1.1: Type: text/plain, Size: 504 bytes --]

On 01/14/2017 05:22 PM, Kristian Fiskerstrand wrote:
> On 01/15/2017 12:19 AM, Matthew Thode wrote:
>> I was told to go make a proposal on the public mailing lists.  I've done
>> so and still not received feedback from the council as a body.
> 
> Why would the council as a body make a petition as a body on a proposal
> that is not sufficiently well-prepared to comment on?
> 

Huh?  Knowing what additional materials you need would be a good start :D

-- 
Matthew Thode (prometheanfire)


[-- Attachment #2: OpenPGP digital signature --]
[-- Type: application/pgp-signature, Size: 801 bytes --]

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[William L. Thomson Jr.]

[-- Attachment #1: Type: text/plain, Size: 418 bytes --]

On Sunday, January 15, 2017 12:08:48 AM EST Kristian Fiskerstrand wrote:
> 
> Why doesn't the manifest presented ahead of the latest
> foundation/trustee election mention the pursuit of increased powers for
> trustees compared to the status quo?

This is only the case to anyone who has a miss-understanding as to the present 
state of things.  The Trustees have legal authority and power.

-- 
William L. Thomson Jr.

[-- Attachment #2: This is a digitally signed message part. --]
[-- Type: application/pgp-signature, Size: 195 bytes --]

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[Rich Freeman]

On Sat, Jan 14, 2017 at 6:03 PM, Matthew Thode
<prometheanfire@gentoo.org> wrote:
> On 01/14/2017 03:43 PM, Andreas K. Huettel wrote:
>>
>> 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.
>
> I don't think I agree with this, characterizing my proposal as adapting
> reality to organizational structures is the exact opposite of what I'm
> trying to achieve.  I'd go as far as to say we both want to adapt
> organizational structures to reality, and each of us may see that as
> different.  For me it's the legal reality.

Honestly, saying that the Trustees legally have authority over the
Council is a bit like saying that the MPAA legally has authority over
anybody downloading torrents.  Sure, they can go to a court, spend
$20k, fight a battle for a few years, and end up with a judgment on
one narrow issue.  But, in the end everybody else just keeps doing
what they're going to do.

Ultimately the decision of who is to be entrusted to what is going to
come down to the developers, because if they don't respect the
authority of somebody trying to wield it then they're not going to
invest in Gentoo.

I think owning some IP and being able to pay bills is useful, but
these are not the things that cause us to donate our efforts to
Gentoo, or choose to run it.

>
> Administration following technical requirements is mostly fine, however,
> when a technical person tells the foundation to do something that's not
> allowed then at that point it makes sense for things to be dictated in
> the other direction.
>

Honestly, I don't see why the Council would be any more likely to
direct people to do things that are illegal than the Trustees would
be.  If we want legal advice it would make far more sense to retain
legal counsel, or maybe work with an organization that does so.

To date, on what matter has the Council ever directed anybody to do
anything illegal, or failed to take advice from the Trustees.

The whole purpose of the Council is to take advice from other bodies
which sometimes have more expertise on narrow topics, and find
solutions that work for all of us.

> I'm not sure I agree with [C].  I don't think the Foundation is looking
> to tell the council what to do in purely technical matters, only in
> matters that have some bearing in a legal or financial way.

There seems to be a misconception that the Council is solely a technical body.

All our meeting summaries are logged, including all votes/decisions
made.  Go through the last two years, and cite some examples of
decisions that the Council has made that were purely technical in
nature?  About the closest thing to that are approving EAPIs, and a
LOT of the discussion/feedback on that comes from the PMS team and
from the lists/etc, as it should.

> Much has been said about [D] for why the Foundation should not oversee
> Gentoo as a whole (even though legally that's what we already do...).
> In the past the Foundation has been lax in renewal of some things, but I
> do believe that this is something that is firmly in the past.  It has
> not been the case for years.

While it is true that we haven't let some of our major items lapse, in
general the Foundation struggles just to keep its books straight (and
would probably be in fairly dire straits if it weren't for Robin's
fairly heroic efforts).  Also, in several recent years there hasn't
even been a Trustee election due to a lack of candidates, and when
there have been elections it is usually 3 people running for 2 seats.
The work the Trustees do is important, but it is hard to say that they
have a huge mandate when almost nobody wants the job.  In contrast in
a typical Council election all the seats are up for grabs, most of the
winning candidates bother to write manifestos, and in most years there
are about half a dozen candidates who do not win.  Most of the big
debates over how the distro ought to be managed tend to take place in
the context of the Council election as well.

Another way of looking at it is this:  We struggle to find enough
people who want to take care of the bills/filings/etc.  We will
struggle even more to find people who both want to do that, and are
trusted to manage overall decisions around how Gentoo operates.

> Antagonism from either side isn't going to help things move along but
> probably distract from actual goals (like this email probably is).

I don't see how a proposal for the Council to oversee the Trustees is
any more antagonistic than a proposal for the Trustees to oversee the
Council.

And the situation would be about the same as it would be under an
umbrella org, since most likely the team coordinating with such
organizations would fall under the Council.

I personally tend to prefer the SPI-like approach because it puts the
focus on running a distro, and not on running a corporation.

-- 
Rich

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[William L. Thomson Jr.]

[-- Attachment #1: Type: text/plain, Size: 520 bytes --]

On Saturday, January 14, 2017 8:16:58 PM EST Rich Freeman wrote:
>
> Honestly, saying that the Trustees legally have authority over the
> Council is a bit like saying that the MPAA legally has authority over
> anybody downloading torrents. 

The Council does not exist from a legal perspective. It has no legal 
authority. Only Trustees can represent the Foundation legally.

The Council would have a hard time even retaining legal representation as they 
have no legal status.

-- 
William L. Thomson Jr.

[-- Attachment #2: This is a digitally signed message part. --]
[-- Type: application/pgp-signature, Size: 195 bytes --]

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[Rich Freeman]

On Sun, Jan 15, 2017 at 3:28 PM, William L. Thomson Jr.
<wlt-ml@o-sinc.com> wrote:
> On Saturday, January 14, 2017 8:16:58 PM EST Rich Freeman wrote:
>>
>> Honestly, saying that the Trustees legally have authority over the
>> Council is a bit like saying that the MPAA legally has authority over
>> anybody downloading torrents.
>
> The Council does not exist from a legal perspective. It has no legal
> authority. Only Trustees can represent the Foundation legally.
>

I never claimed otherwise.

However, this is a bit like saying that the MPAA has authority over
The Pirate Bay because the latter doesn't really exist legally, at
least not in the sense of a traditional corporation.

There is a difference between having legal authority and having power.
In a court of law there might not be a difference, but very little in
the way of FOSS happens in courtrooms.

-- 
Rich

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[Raymond Jennings]

[-- Attachment #1: Type: text/plain, Size: 2082 bytes --]

On Sun, Jan 15, 2017 at 1:00 PM, Rich Freeman <rich0@gentoo.org> wrote:

> On Sun, Jan 15, 2017 at 3:28 PM, William L. Thomson Jr.
> <wlt-ml@o-sinc.com> wrote:
> > On Saturday, January 14, 2017 8:16:58 PM EST Rich Freeman wrote:
> >>
> >> Honestly, saying that the Trustees legally have authority over the
> >> Council is a bit like saying that the MPAA legally has authority over
> >> anybody downloading torrents.
> >
> > The Council does not exist from a legal perspective. It has no legal
> > authority. Only Trustees can represent the Foundation legally.
> >
>
> I never claimed otherwise.
>
> However, this is a bit like saying that the MPAA has authority over
> The Pirate Bay because the latter doesn't really exist legally, at
> least not in the sense of a traditional corporation.
>
> There is a difference between having legal authority and having power.
> In a court of law there might not be a difference, but very little in
> the way of FOSS happens in courtrooms.
>
> --
> Rich
>
>
IANAL

IIRC the whole purpose of the gentoo foundation is to own the IP and
insulate the actual developers from legal issues, thus saith my dev quizzes.

The MPAA does not have legal authority over the pirate bay, it CAN however
secure legal authority by filing a lawsuit against anyone administrating
pirate bay activity, getting subpoenas, asking governments to issue
indictments, and so on.  There CAN be legal process against the individuals
responsible for pirate bay stuff, and possibly any seeders or leachers they
track down.  Steele learned this the hard way when the FBI arrested him for
the prenda law shenanigans, for example.

Similiarly, "gentoo" cannot be sued, because it does not exist as a legal
entity.  The Gentoo Foundation, however, can sue and be sued.  It would
legally be empowered to enforce, say, the GPL against people who violate
its copyright over gentoo code, or press criminal charges against hackers
who attack foundation servers or other property.

Rich0 is wise to point out that legal letter of the law is not the only
factor of importance however.

[-- Attachment #2: Type: text/html, Size: 2916 bytes --]

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[Rich Freeman]

On Sun, Jan 15, 2017 at 5:23 PM, Raymond Jennings <shentino@gmail.com> wrote:
>
> IIRC the whole purpose of the gentoo foundation is to own the IP and
> insulate the actual developers from legal issues, thus saith my dev quizzes.
>

Keep in mind that at least under US law corporations generally shield
their INVESTORS from liability, but not their employees.

If I break a law at work, I certainly can be subject to criminal
prosecution.  This is also increasingly the trend (see the Yate's Memo
for starters).

Maybe the Foundation might serve as a more attractive target for a
lawsuit, but the fact that you stick Gentoo's name on something
doesn't end your personal liability.

>
> Similiarly, "gentoo" cannot be sued, because it does not exist as a legal
> entity.  The Gentoo Foundation, however, can sue and be sued.

Sure, but being able to be sued isn't actually a good thing.  :)  It
is just an inevitable consequence to legally holding property.

If you use an umbrella org then they become the one who has to worry
about being sued, and presumably they're better at it.

-- 
Rich

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[William L. Thomson Jr.]

[-- Attachment #1: Type: text/plain, Size: 1820 bytes --]

On Sunday, January 15, 2017 8:01:02 PM EST Rich Freeman wrote:
> On Sun, Jan 15, 2017 at 5:23 PM, Raymond Jennings <shentino@gmail.com> 
wrote:
> > IIRC the whole purpose of the gentoo foundation is to own the IP and
> > insulate the actual developers from legal issues, thus saith my dev
> > quizzes.
> Keep in mind that at least under US law corporations generally shield
> their INVESTORS from liability, but not their employees.

Why I keep saying Developers have liability. Though are not employees, they 
are pretty close. They definitely bring liability to Gentoo.

> If I break a law at work, I certainly can be subject to criminal
> prosecution.  This is also increasingly the trend (see the Yate's Memo
> for starters).
> 
> Maybe the Foundation might serve as a more attractive target for a
> lawsuit, but the fact that you stick Gentoo's name on something
> doesn't end your personal liability.

This is true, and same goes for the waiver of fitness and liability on FOSS 
licenses.

> > Similiarly, "gentoo" cannot be sued, because it does not exist as a legal
> > entity.  The Gentoo Foundation, however, can sue and be sued.
> 
> Sure, but being able to be sued isn't actually a good thing.  :)  It
> is just an inevitable consequence to legally holding property.

To own property you need an entity. IP is property just not so much tangible.  
Infra hardware is tangible, contributions not so much but still have an owner.

> If you use an umbrella org then they become the one who has to worry
> about being sued, and presumably they're better at it.

That is a misunderstanding, and is not part of the services from the SPI. They 
are a financial body not legal. They use the SFLC for legal assistance, maybe 
other counsel as well.

-- 
William L. Thomson Jr.

[-- Attachment #2: This is a digitally signed message part. --]
[-- Type: application/pgp-signature, Size: 195 bytes --]

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[William L. Thomson Jr.]

[-- Attachment #1: Type: text/plain, Size: 557 bytes --]

On Saturday, January 14, 2017 8:16:58 PM EST Rich Freeman wrote:
> If we want legal advice it would make far more sense to retain
> legal counsel, or maybe work with an organization that does so.

How will you go about retaining legal advice? Who will have Legal authority to 
speak to legal counsel? Who will legally represent Gentoo?

Legal counsel will not just allow anyone to retain them and take action. They 
must have authority and be an official legal representative.

This would not change under the SPI.

-- 
William L. Thomson Jr.

[-- Attachment #2: This is a digitally signed message part. --]
[-- Type: application/pgp-signature, Size: 195 bytes --]

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[Rich Freeman]

On Sun, Jan 15, 2017 at 3:31 PM, William L. Thomson Jr.
<wlt-ml@o-sinc.com> wrote:
> On Saturday, January 14, 2017 8:16:58 PM EST Rich Freeman wrote:
>> If we want legal advice it would make far more sense to retain
>> legal counsel, or maybe work with an organization that does so.
>
> How will you go about retaining legal advice? Who will have Legal authority to
> speak to legal counsel? Who will legally represent Gentoo?

I was referring to the Foundation obtaining counsel in advance of a
move to something like SPI.

>
> This would not change under the SPI.
>

Under the SPI Gentoo wouldn't need legal counsel, at least in the
sense of Gentoo the distro.  SPI would need counsel, but they already
have it.  Nobody would sue Gentoo in the event of a dispute, they
would sue SPI.

-- 
Rich

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[William L. Thomson Jr.]

[-- Attachment #1: Type: text/plain, Size: 1331 bytes --]

On Sunday, January 15, 2017 3:59:12 PM EST Rich Freeman wrote:
> On Sun, Jan 15, 2017 at 3:31 PM, William L. Thomson Jr.
> 
> <wlt-ml@o-sinc.com> wrote:
> > On Saturday, January 14, 2017 8:16:58 PM EST Rich Freeman wrote:
> >> If we want legal advice it would make far more sense to retain
> >> legal counsel, or maybe work with an organization that does so.
> > 
> > How will you go about retaining legal advice? Who will have Legal
> > authority to speak to legal counsel? Who will legally represent Gentoo?
> 
> I was referring to the Foundation obtaining counsel in advance of a
> move to something like SPI.

Trustees are the only ones with legal authority who could retain any counsel.

> > This would not change under the SPI.
> 
> Under the SPI Gentoo wouldn't need legal counsel, at least in the
> sense of Gentoo the distro.  SPI would need counsel, but they already
> have it.  Nobody would sue Gentoo in the event of a dispute, they
> would sue SPI.

The SPI provides legal assistance, it does not take over all legal matters and 
also uses the SFLC. Gentoo may still need its own legal representation. Their 
legal assistance is also at their discretion, unlike other services.

To many are making assumptions about the SPI and need to learn more about 
them, their service offerings, etc.

-- 
William L. Thomson Jr.

[-- Attachment #2: This is a digitally signed message part. --]
[-- Type: application/pgp-signature, Size: 195 bytes --]

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[Rich Freeman]

On Mon, Jan 16, 2017 at 9:52 AM, William L. Thomson Jr.
<wlt-ml@o-sinc.com> wrote:
> On Sunday, January 15, 2017 3:59:12 PM EST Rich Freeman wrote:
>> On Sun, Jan 15, 2017 at 3:31 PM, William L. Thomson Jr.
>>
>> <wlt-ml@o-sinc.com> wrote:
>> > On Saturday, January 14, 2017 8:16:58 PM EST Rich Freeman wrote:
>> >> If we want legal advice it would make far more sense to retain
>> >> legal counsel, or maybe work with an organization that does so.
>> >
>> > How will you go about retaining legal advice? Who will have Legal
>> > authority to speak to legal counsel? Who will legally represent Gentoo?
>>
>> I was referring to the Foundation obtaining counsel in advance of a
>> move to something like SPI.
>
> Trustees are the only ones with legal authority who could retain any counsel.
>

I never claimed otherwise.  If we were going to transition to the SPI
the Trustees would oversee the change.

>
> The SPI provides legal assistance, it does not take over all legal matters and
> also uses the SFLC. Gentoo may still need its own legal representation. Their
> legal assistance is also at their discretion, unlike other services.
>

If we moved to SPI we would dissolve the Foundation.  There would be
no "Gentoo" to seek legal representation.

And since they're the ones who have to worry about getting sued, it
really shouldn't be a concern that legal assistance is at their
discretion.  The onus would actually be on them to ensure that we're
not doing things that will get them sued, not the other way around.
Obviously we would be good tennents, and Gentoo generally tries to
follow the law anyway.  Most of the areas we struggle are areas that
would go away under SPI.

-- 
Rich

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[William L. Thomson Jr.]

[-- Attachment #1: Type: text/plain, Size: 1727 bytes --]

On Monday, January 16, 2017 10:06:09 AM EST Rich Freeman wrote:
>
> > The SPI provides legal assistance, it does not take over all legal matters
> > and also uses the SFLC. Gentoo may still need its own legal
> > representation. Their legal assistance is also at their discretion,
> > unlike other services.
> If we moved to SPI we would dissolve the Foundation.  There would be
> no "Gentoo" to seek legal representation.

Just because you go to the SPI does not mean Gentoo does not exist. If you get 
rid of the Foundation that is another matter. Some legal entity still has to 
own that stuff.
 
> And since they're the ones who have to worry about getting sued, it
> really shouldn't be a concern that legal assistance is at their
> discretion.  The onus would actually be on them to ensure that we're
> not doing things that will get them sued, not the other way around.
> Obviously we would be good tennents, and Gentoo generally tries to
> follow the law anyway.  Most of the areas we struggle are areas that
> would go away under SPI.

You have a misunderstanding of the SPI and you need to contact them to get 
more information. This is NOT how they work at all. They DO NOT provide legal 
protection.

The SPI does not simply handle any law suits! They are NOT a legal body. They 
are financial, accountants, tax attorneys not legal ones. They use the SFLC for 
legal purposes.

People seriously need to get more information. I spent considerable time on 
all this as a Trustee, contacting the SPI and SFLC. You all are just revising 
things I have already and not listening.

Do not take my word, go talk to the SPI. They have a IRC channel on oftc.

-- 
William L. Thomson Jr.

[-- Attachment #2: This is a digitally signed message part. --]
[-- Type: application/pgp-signature, Size: 195 bytes --]

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[Rich Freeman]

On Mon, Jan 16, 2017 at 11:31 AM, William L. Thomson Jr.
<wlt-ml@o-sinc.com> wrote:
> On Monday, January 16, 2017 10:06:09 AM EST Rich Freeman wrote:
>>
>> > The SPI provides legal assistance, it does not take over all legal matters
>> > and also uses the SFLC. Gentoo may still need its own legal
>> > representation. Their legal assistance is also at their discretion,
>> > unlike other services.
>> If we moved to SPI we would dissolve the Foundation.  There would be
>> no "Gentoo" to seek legal representation.
>
> Just because you go to the SPI does not mean Gentoo does not exist. If you get
> rid of the Foundation that is another matter. Some legal entity still has to
> own that stuff.

That would be the SPI.  For an example, see:
https://www.debian.org/trademark

The whole idea of using an umbrella org is to let them own all the
property, and manage it.  There would be no point to keeping the
Gentoo Foundation around if we went along this route, since it
provides no additional benefit, and it would require all the overhead
that it requires today.

>
> The SPI does not simply handle any law suits! They are NOT a legal body. They
> are financial, accountants, tax attorneys not legal ones. They use the SFLC for
> legal purposes.
>

I don't have a problem with them using SFLC for legal purposes.

And nobody really has a choice about whether they'll handle lawsuits.
If you own property, then you better have a plan for handling
lawsuits.  I suspect that SPI has thought this through a bit more than
we have historically.

In any case, the point is that if Gentoo moves under SPI then there
would be no "Gentoo" to sue.  "Gentoo" would be a trademark of SPI.
Any copyrights on our works that are held centrally would belong to
SPI.  Our money would be stored in SPI bank accounts.  So, if you want
our stuff, you have to sue SPI.

The whole point of SPI is to free up numerous FOSS projects to be able
to do things like spend money and have trademarks without all the
overhead of running their own foundations to do these sorts of things.

And of course none of us precludes us from working with other umbrella
orgs in other jurisdictions if there is some benefit to doing so.  I
don't suggest doing it simply for the sake of doing it, but it is of
course an option.

-- 
Rich

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[William L. Thomson Jr.]

[-- Attachment #1: Type: text/plain, Size: 1283 bytes --]

On Monday, January 16, 2017 11:56:43 AM EST Rich Freeman wrote:
> 
> And nobody really has a choice about whether they'll handle lawsuits.
> If you own property, then you better have a plan for handling
> lawsuits.  I suspect that SPI has thought this through a bit more than
> we have historically.

The SPI is not a legal management entity. You are confusing fiscal with legal.
 
> In any case, the point is that if Gentoo moves under SPI then there
> would be no "Gentoo" to sue.  "Gentoo" would be a trademark of SPI.
> Any copyrights on our works that are held centrally would belong to
> SPI.  Our money would be stored in SPI bank accounts.  So, if you want
> our stuff, you have to sue SPI.

Completely WRONG!

"Project Independence
SPI does not own, govern or control the associated projects."
http://www.spi-inc.org/projects/relationship/

> The whole point of SPI is to free up numerous FOSS projects to be able
> to do things like spend money and have trademarks without all the
> overhead of running their own foundations to do these sorts of things.

NO! It is just handling the money, accounting, banking, tax compliance, etc.
It is NOT legal...

How many times do I need to say it? 
You are incorrect as to your assumptions about the SPI.

-- 
William L. Thomson Jr.

[-- Attachment #2: This is a digitally signed message part. --]
[-- Type: application/pgp-signature, Size: 195 bytes --]

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[Rich Freeman]

On Mon, Jan 16, 2017 at 12:35 PM, William L. Thomson Jr.
<wlt-ml@o-sinc.com> wrote:
> On Monday, January 16, 2017 11:56:43 AM EST Rich Freeman wrote:
>>
>> And nobody really has a choice about whether they'll handle lawsuits.
>> If you own property, then you better have a plan for handling
>> lawsuits.  I suspect that SPI has thought this through a bit more than
>> we have historically.
>
> The SPI is not a legal management entity. You are confusing fiscal with legal.
>

Again, I think you're thinking I'm saying I'm not.

I'm not saying that the Gentoo Foundation should retain the legal
services of SPI.  I'm saying that they should turn over their property
to SPI and cease to exist.  At that point we don't need legal
services, because we legally don't exist.

>> In any case, the point is that if Gentoo moves under SPI then there
>> would be no "Gentoo" to sue.  "Gentoo" would be a trademark of SPI.
>> Any copyrights on our works that are held centrally would belong to
>> SPI.  Our money would be stored in SPI bank accounts.  So, if you want
>> our stuff, you have to sue SPI.
>
> Completely WRONG!
>
> "Project Independence
> SPI does not own, govern or control the associated projects."
> http://www.spi-inc.org/projects/relationship/

They wouldn't own the project.  They would own our assets.  They
wouldn't control anything.

-- 
Rich

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[William L. Thomson Jr.]

[-- Attachment #1: Type: text/plain, Size: 959 bytes --]

On Monday, January 16, 2017 12:59:12 PM EST Rich Freeman wrote:
>
> I'm not saying that the Gentoo Foundation should retain the legal
> services of SPI.  I'm saying that they should turn over their property
> to SPI and cease to exist.  At that point we don't need legal
> services, because we legally don't exist.

SPI does not want property just money. They do not own the projects or 
anything of the sort. SPI handles the money, that is it!

There are no legal services of the SPI to retain. They are not a legal body. 
They use the SFLC for legal matters. The SFLC is a legal body. Gentoo has 
contacted the SFLC in the past. As well as outside pro-bono counsel.
 
> They wouldn't own the project.  They would own our assets.  They
> wouldn't control anything.

Incorrect, they handle the money. They do NOT handle assets.

The SPI is VERY limited, and why anyone speaking of the SPI really has no clue 
about them clearly!!!

-- 
William L. Thomson Jr.

[-- Attachment #2: This is a digitally signed message part. --]
[-- Type: application/pgp-signature, Size: 195 bytes --]

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[Rich Freeman]

On Mon, Jan 16, 2017 at 1:08 PM, William L. Thomson Jr.
<wlt-ml@o-sinc.com> wrote:
> On Monday, January 16, 2017 12:59:12 PM EST Rich Freeman wrote:
>>
>> I'm not saying that the Gentoo Foundation should retain the legal
>> services of SPI.  I'm saying that they should turn over their property
>> to SPI and cease to exist.  At that point we don't need legal
>> services, because we legally don't exist.
>
> SPI does not want property just money. They do not own the projects or
> anything of the sort. SPI handles the money, that is it!

Uh, you obviously didn't read the link I posted earlier:
https://www.debian.org/trademark

In particular:
As a part of this process, the Debian trademark is a registered United
States trademark of Software in the Public Interest, Inc., managed by
the Debian project.

> There are no legal services of the SPI to retain. They are not a legal body.

SPI is certainly a legal body.  They're a NY corporation:
http://www.spi-inc.org/corporate/certificate-of-incorporation/

And I'm not suggesting that they offer "legal services" or that we
should retain them.  If we used them then legally there would be no
"we" to retain them in the first place.

-- 
Rich

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[William L. Thomson Jr.]

[-- Attachment #1: Type: text/plain, Size: 937 bytes --]

On Monday, January 16, 2017 1:23:59 PM EST Rich Freeman wrote:
>
> > SPI does not want property just money. They do not own the projects or
> > anything of the sort. SPI handles the money, that is it!
> 
> Uh, you obviously didn't read the link I posted earlier:
> https://www.debian.org/trademark
> 
> In particular:
> As a part of this process, the Debian trademark is a registered United
> States trademark of Software in the Public Interest, Inc., managed by
> the Debian project.

This explains it in more detail. Debian likely has a special relationship as 
the SPI was founded by Debian developers. Seems the SPI owns Debian, not just 
Trademark but Copyright as well.

"Software in the Public Interest, Inc. is a tax-exempt non-profit corporation 
based in the United States of America, founded by Debian people in 1997 to 
help free software/hardware organisations."
https://www.debian.org/donations

-- 
William L. Thomson Jr.

[-- Attachment #2: This is a digitally signed message part. --]
[-- Type: application/pgp-signature, Size: 195 bytes --]

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[Dale]

Rich Freeman wrote:
> On Mon, Jan 16, 2017 at 12:35 PM, William L. Thomson Jr.
> <wlt-ml@o-sinc.com> wrote:
>> On Monday, January 16, 2017 11:56:43 AM EST Rich Freeman wrote:
>>> And nobody really has a choice about whether they'll handle lawsuits.
>>> If you own property, then you better have a plan for handling
>>> lawsuits.  I suspect that SPI has thought this through a bit more than
>>> we have historically.
>> The SPI is not a legal management entity. You are confusing fiscal with legal.
>>
> Again, I think you're thinking I'm saying I'm not.
>
> I'm not saying that the Gentoo Foundation should retain the legal
> services of SPI.  I'm saying that they should turn over their property
> to SPI and cease to exist.  At that point we don't need legal
> services, because we legally don't exist.


I have been looking at the SPI website, other than managing money and
controlling assets, SPI does not appear to do anything else management
wise.  Do you have a link to the SPI website that says it does what you
claim? 

>>> In any case, the point is that if Gentoo moves under SPI then there
>>> would be no "Gentoo" to sue.  "Gentoo" would be a trademark of SPI.
>>> Any copyrights on our works that are held centrally would belong to
>>> SPI.  Our money would be stored in SPI bank accounts.  So, if you want
>>> our stuff, you have to sue SPI.
>> Completely WRONG!
>>
>> "Project Independence
>> SPI does not own, govern or control the associated projects."
>> http://www.spi-inc.org/projects/relationship/
> They wouldn't own the project.  They would own our assets.  They
> wouldn't control anything.
>

They would own the assets but I have found nothing that says Gentoo
can't be sued still or that SPI would provide a defense for Gentoo.  The
only case I can think of, if the IRS comes after Gentoo and SPI is
handling the money and paperwork.  Then SPI would step in. 

I'd be interested in a link that shows what you claim.  I can't find it
and neither has my google searches. 

Dale

:-)  :-) 

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[Rich Freeman]

On Mon, Jan 16, 2017 at 1:13 PM, Dale <rdalek1967@gmail.com> wrote:
> Rich Freeman wrote:
>> On Mon, Jan 16, 2017 at 12:35 PM, William L. Thomson Jr.
>> <wlt-ml@o-sinc.com> wrote:
>>> On Monday, January 16, 2017 11:56:43 AM EST Rich Freeman wrote:
>>>> And nobody really has a choice about whether they'll handle lawsuits.
>>>> If you own property, then you better have a plan for handling
>>>> lawsuits.  I suspect that SPI has thought this through a bit more than
>>>> we have historically.
>>> The SPI is not a legal management entity. You are confusing fiscal with legal.
>>>
>> Again, I think you're thinking I'm saying I'm not.
>>
>> I'm not saying that the Gentoo Foundation should retain the legal
>> services of SPI.  I'm saying that they should turn over their property
>> to SPI and cease to exist.  At that point we don't need legal
>> services, because we legally don't exist.
>
>
> I have been looking at the SPI website, other than managing money and
> controlling assets, SPI does not appear to do anything else management
> wise.  Do you have a link to the SPI website that says it does what you
> claim?

I don't claim that SPI does anything other than manage money or assets.

>
>>>> In any case, the point is that if Gentoo moves under SPI then there
>>>> would be no "Gentoo" to sue.  "Gentoo" would be a trademark of SPI.
>>>> Any copyrights on our works that are held centrally would belong to
>>>> SPI.  Our money would be stored in SPI bank accounts.  So, if you want
>>>> our stuff, you have to sue SPI.
>>> Completely WRONG!
>>>
>>> "Project Independence
>>> SPI does not own, govern or control the associated projects."
>>> http://www.spi-inc.org/projects/relationship/
>> They wouldn't own the project.  They would own our assets.  They
>> wouldn't control anything.
>>
>
> They would own the assets but I have found nothing that says Gentoo
> can't be sued still or that SPI would provide a defense for Gentoo.  The
> only case I can think of, if the IRS comes after Gentoo and SPI is
> handling the money and paperwork.  Then SPI would step in.
>

How would somebody sue "Gentoo" when Gentoo is just a trademark of
SPI?  There would be no legal entity called Gentoo to sue.  That's the
whole point.  If somebody wants to sue SPI then that becomes SPI's
problem, though obviously as a project we would cooperate with them to
minimize this risk.

-- 
Rich

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[Alec Warner]

[-- Attachment #1: Type: text/plain, Size: 2857 bytes --]

On Mon, Jan 16, 2017 at 10:19 AM, Rich Freeman <rich0@gentoo.org> wrote:

> On Mon, Jan 16, 2017 at 1:13 PM, Dale <rdalek1967@gmail.com> wrote:
> > Rich Freeman wrote:
> >> On Mon, Jan 16, 2017 at 12:35 PM, William L. Thomson Jr.
> >> <wlt-ml@o-sinc.com> wrote:
> >>> On Monday, January 16, 2017 11:56:43 AM EST Rich Freeman wrote:
> >>>> And nobody really has a choice about whether they'll handle lawsuits.
> >>>> If you own property, then you better have a plan for handling
> >>>> lawsuits.  I suspect that SPI has thought this through a bit more than
> >>>> we have historically.
> >>> The SPI is not a legal management entity. You are confusing fiscal
> with legal.
> >>>
> >> Again, I think you're thinking I'm saying I'm not.
> >>
> >> I'm not saying that the Gentoo Foundation should retain the legal
> >> services of SPI.  I'm saying that they should turn over their property
> >> to SPI and cease to exist.  At that point we don't need legal
> >> services, because we legally don't exist.
> >
> >
> > I have been looking at the SPI website, other than managing money and
> > controlling assets, SPI does not appear to do anything else management
> > wise.  Do you have a link to the SPI website that says it does what you
> > claim?
>
> I don't claim that SPI does anything other than manage money or assets.
>
> >
> >>>> In any case, the point is that if Gentoo moves under SPI then there
> >>>> would be no "Gentoo" to sue.  "Gentoo" would be a trademark of SPI.
> >>>> Any copyrights on our works that are held centrally would belong to
> >>>> SPI.  Our money would be stored in SPI bank accounts.  So, if you want
> >>>> our stuff, you have to sue SPI.
> >>> Completely WRONG!
> >>>
> >>> "Project Independence
> >>> SPI does not own, govern or control the associated projects."
> >>> http://www.spi-inc.org/projects/relationship/
> >> They wouldn't own the project.  They would own our assets.  They
> >> wouldn't control anything.
> >>
> >
> > They would own the assets but I have found nothing that says Gentoo
> > can't be sued still or that SPI would provide a defense for Gentoo.  The
> > only case I can think of, if the IRS comes after Gentoo and SPI is
> > handling the money and paperwork.  Then SPI would step in.
> >
>
> How would somebody sue "Gentoo" when Gentoo is just a trademark of
> SPI?  There would be no legal entity called Gentoo to sue.  That's the
> whole point.  If somebody wants to sue SPI then that becomes SPI's
> problem, though obviously as a project we would cooperate with them to
> minimize this risk.
>

A suit against "Gentoo" aka:
https://www.gentoo.org/inside-gentoo/developers/

"A business partnership, a nonprofit organization, or a group of citizens
can be parties in a lawsuit if the court accepts that group as representing
1 side of the dispute."

But of course, IANAL ;)

-A


>
> --
> Rich
>
>

[-- Attachment #2: Type: text/html, Size: 4326 bytes --]

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[Dale]

[-- Attachment #1: Type: text/plain, Size: 4018 bytes --]

Alec Warner wrote:
>
>
> On Mon, Jan 16, 2017 at 10:19 AM, Rich Freeman <rich0@gentoo.org
> <mailto:rich0@gentoo.org>> wrote:
>
>     On Mon, Jan 16, 2017 at 1:13 PM, Dale <rdalek1967@gmail.com
>     <mailto:rdalek1967@gmail.com>> wrote:
>     > Rich Freeman wrote:
>     >> On Mon, Jan 16, 2017 at 12:35 PM, William L. Thomson Jr.
>     >> <wlt-ml@o-sinc.com <mailto:wlt-ml@o-sinc.com>> wrote:
>     >>> On Monday, January 16, 2017 11:56:43 AM EST Rich Freeman wrote:
>     >>>> And nobody really has a choice about whether they'll handle
>     lawsuits.
>     >>>> If you own property, then you better have a plan for handling
>     >>>> lawsuits.  I suspect that SPI has thought this through a bit
>     more than
>     >>>> we have historically.
>     >>> The SPI is not a legal management entity. You are confusing
>     fiscal with legal.
>     >>>
>     >> Again, I think you're thinking I'm saying I'm not.
>     >>
>     >> I'm not saying that the Gentoo Foundation should retain the legal
>     >> services of SPI.  I'm saying that they should turn over their
>     property
>     >> to SPI and cease to exist.  At that point we don't need legal
>     >> services, because we legally don't exist.
>     >
>     >
>     > I have been looking at the SPI website, other than managing
>     money and
>     > controlling assets, SPI does not appear to do anything else
>     management
>     > wise.  Do you have a link to the SPI website that says it does
>     what you
>     > claim?
>
>     I don't claim that SPI does anything other than manage money or
>     assets.
>
>     >
>     >>>> In any case, the point is that if Gentoo moves under SPI then
>     there
>     >>>> would be no "Gentoo" to sue.  "Gentoo" would be a trademark
>     of SPI.
>     >>>> Any copyrights on our works that are held centrally would
>     belong to
>     >>>> SPI.  Our money would be stored in SPI bank accounts.  So, if
>     you want
>     >>>> our stuff, you have to sue SPI.
>     >>> Completely WRONG!
>     >>>
>     >>> "Project Independence
>     >>> SPI does not own, govern or control the associated projects."
>     >>> http://www.spi-inc.org/projects/relationship/
>     <http://www.spi-inc.org/projects/relationship/>
>     >> They wouldn't own the project.  They would own our assets.  They
>     >> wouldn't control anything.
>     >>
>     >
>     > They would own the assets but I have found nothing that says Gentoo
>     > can't be sued still or that SPI would provide a defense for
>     Gentoo.  The
>     > only case I can think of, if the IRS comes after Gentoo and SPI is
>     > handling the money and paperwork.  Then SPI would step in.
>     >
>
>     How would somebody sue "Gentoo" when Gentoo is just a trademark of
>     SPI?  There would be no legal entity called Gentoo to sue.  That's the
>     whole point.  If somebody wants to sue SPI then that becomes SPI's
>     problem, though obviously as a project we would cooperate with them to
>     minimize this risk.
>
>
> A suit against "Gentoo"
> aka: https://www.gentoo.org/inside-gentoo/developers/
>
> "A business partnership, a nonprofit organization, or a group of
> citizens can be parties in a lawsuit if the court accepts that group
> as representing 1 side of the dispute."
>
> But of course, IANAL ;)
>
> -A
>  
>
>
>     --
>     Rich
>
>

That's my thinking as well.  If SPI can't be sued, then Gentoo or the
top people still in and running Gentoo would be sued. 

Let's say a dev did something that caused a lawsuit, say violated a
copyright or something of that nature.  Why would SPI defend that when
SPI has no control over what the dev did?  SPI basically manages the
money and assets.  The legal council they have seems to be used to keep
SPI legal not the groups underneath them.  If a distro, whether it is
Debian, Gentoo or someone else, violates someone else or breaks the law,
they would have to defend themselves.  That's what William seems to be
saying and what I am reading on the SPI website. 

Dale

:-)  :-) 

[-- Attachment #2: Type: text/html, Size: 7313 bytes --]

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[Rich Freeman]

On Mon, Jan 16, 2017 at 1:46 PM, Dale <rdalek1967@gmail.com> wrote:
>
>
> That's my thinking as well.  If SPI can't be sued, then Gentoo or the top
> people still in and running Gentoo would be sued.

Of course SPI can be sued.  If I want to sue SPI all I need to do is
go down to a courtroom and file some papers and pay a filing fee.
That's what suing somebody is.  Now, if I don't have a reasonable
grounds for the lawsuit it might be quickly dismissed.

Nobody could sue "Gentoo" under the SPI model because "Gentoo" would
not be a legal entity.  They could certainly sue the "top people" in
it, as they can today.

> Let's say a dev did something that caused a lawsuit, say violated a
> copyright or something of that nature.  Why would SPI defend that when SPI
> has no control over what the dev did?

If SPI was named in the lawsuit they would defend themselves.  If they
weren't named in the lawsuit they wouldn't do anything.  If the Gentoo
project (that is, a loose association of Gentoo developers who have no
legal existence) told SPI to pay their legal bills using Gentoo's
money, then they probably would do so.

> The legal council they have seems to be used to keep SPI legal not
> the groups underneath them.

Certainly, but that is all that is needed.

> If a distro, whether it is Debian, Gentoo or
> someone else, violates someone else or breaks the law, they would have to
> defend themselves.

Certainly, though "Debian" is not a legal entity, so it has no need to
defend itself from a lawsuit, because you can't sue "Debian."  Some
individuals associated with Debian could be sued, and they would have
to defend themselves from the lawsuit.  However, they could only be
sued for things they're personally responsible for.

If somebody wanted to sue "Debian" they would probably sue SPI,
because that is who is holding all of Debian's money.  Presumably SPI
operates in such a manner as to make it hard to get it.

-- 
Rich

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[Dale]

Rich Freeman wrote:
> On Mon, Jan 16, 2017 at 1:46 PM, Dale <rdalek1967@gmail.com> wrote:
>>
>> That's my thinking as well.  If SPI can't be sued, then Gentoo or the top
>> people still in and running Gentoo would be sued.
> Of course SPI can be sued.  If I want to sue SPI all I need to do is
> go down to a courtroom and file some papers and pay a filing fee.
> That's what suing somebody is.  Now, if I don't have a reasonable
> grounds for the lawsuit it might be quickly dismissed.
>
> Nobody could sue "Gentoo" under the SPI model because "Gentoo" would
> not be a legal entity.  They could certainly sue the "top people" in
> it, as they can today.

So nothing changes then. 

>> Let's say a dev did something that caused a lawsuit, say violated a
>> copyright or something of that nature.  Why would SPI defend that when SPI
>> has no control over what the dev did?
> If SPI was named in the lawsuit they would defend themselves.  If they
> weren't named in the lawsuit they wouldn't do anything.  If the Gentoo
> project (that is, a loose association of Gentoo developers who have no
> legal existence) told SPI to pay their legal bills using Gentoo's
> money, then they probably would do so.

If SPI is named, they could file to be removed from the lawsuit which
would then leave Gentoo on the hook.  Again, what changes? 

>> The legal council they have seems to be used to keep SPI legal not
>> the groups underneath them.
> Certainly, but that is all that is needed.

Not hardly.  Just because SPI has its legal affairs in order does not
mean the Gentoo people do.  That would be when the lawsuit hits Gentoo
not SPI. 

>> If a distro, whether it is Debian, Gentoo or
>> someone else, violates someone else or breaks the law, they would have to
>> defend themselves.
> Certainly, though "Debian" is not a legal entity, so it has no need to
> defend itself from a lawsuit, because you can't sue "Debian."  Some
> individuals associated with Debian could be sued, and they would have
> to defend themselves from the lawsuit.  However, they could only be
> sued for things they're personally responsible for.
>
> If somebody wanted to sue "Debian" they would probably sue SPI,
> because that is who is holding all of Debian's money.  Presumably SPI
> operates in such a manner as to make it hard to get it.
>

But SPI does not control Debian and what it does.  It doesn't control
its devs either.  If one or more devs violate the law with or without it
being common knowledge with other devs, SPI is not on the hook for
that.  Debian would be.  The money would come from SPI but it would be
Debian's donations paying it either with a court order or Debian telling
SPI to do it.  SPI wouldn't be sued because they had no control or say
over what the devs did. 

I'm looking forward to seeing what Alec finds out about this.  From what
I've read on the SPI website, I don't think this is anything like you
think it is.  I think William has already been down this path and based
on what I've read, I think William is right. 

Dale

:-)  :-) 

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[Rich Freeman]

On Mon, Jan 16, 2017 at 1:25 PM, Alec Warner <antarus@gentoo.org> wrote:
>
> On Mon, Jan 16, 2017 at 10:19 AM, Rich Freeman <rich0@gentoo.org> wrote:
>>
>> How would somebody sue "Gentoo" when Gentoo is just a trademark of
>> SPI?  There would be no legal entity called Gentoo to sue.  That's the
>> whole point.  If somebody wants to sue SPI then that becomes SPI's
>> problem, though obviously as a project we would cooperate with them to
>> minimize this risk.
>
> A suit against "Gentoo" aka:
> https://www.gentoo.org/inside-gentoo/developers/
>
> "A business partnership, a nonprofit organization, or a group of citizens
> can be parties in a lawsuit if the court accepts that group as representing
> 1 side of the dispute."
>

Sure, but in this case the first two do not exist, so Gentoo could not
be named in a lawsuit.  Certainly any group of Gentoo
developers/contributors could be named in a lawsuit, and so could
their next door neighbors.  And that is no different from today as
you've pointed out.

My point is that today if somebody messes up they are personally
liable and the Gentoo Foundation could also be liable.  If we moved to
the SPI model then the individuals would still be personally liable,
and SPI could also be liable.  And I assume that SPI is better at
managing its own liability.

-- 
Rich

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[Alec Warner]

[-- Attachment #1: Type: text/plain, Size: 1955 bytes --]

On Mon, Jan 16, 2017 at 10:46 AM, Rich Freeman <rich0@gentoo.org> wrote:

> On Mon, Jan 16, 2017 at 1:25 PM, Alec Warner <antarus@gentoo.org> wrote:
> >
> > On Mon, Jan 16, 2017 at 10:19 AM, Rich Freeman <rich0@gentoo.org> wrote:
> >>
> >> How would somebody sue "Gentoo" when Gentoo is just a trademark of
> >> SPI?  There would be no legal entity called Gentoo to sue.  That's the
> >> whole point.  If somebody wants to sue SPI then that becomes SPI's
> >> problem, though obviously as a project we would cooperate with them to
> >> minimize this risk.
> >
> > A suit against "Gentoo" aka:
> > https://www.gentoo.org/inside-gentoo/developers/
> >
> > "A business partnership, a nonprofit organization, or a group of citizens
> > can be parties in a lawsuit if the court accepts that group as
> representing
> > 1 side of the dispute."
> >
>
> Sure, but in this case the first two do not exist, so Gentoo could not
> be named in a lawsuit.  Certainly any group of Gentoo
> developers/contributors could be named in a lawsuit, and so could
> their next door neighbors.  And that is no different from today as
> you've pointed out.
>
> My point is that today if somebody messes up they are personally
> liable and the Gentoo Foundation could also be liable.  If we moved to
> the SPI model then the individuals would still be personally liable,
> and SPI could also be liable.  And I assume that SPI is better at
> managing its own liability.
>

I think this is just everyone being nitpicky.

SPI reduces the liability of the Gentoo Foundation (since the board and
officers have specific legal duties that get taken over by SPI.) I don't
think the SPI changes the liability of the foundation members (who do not
receive indemnification either way) or non-members. So saying "there is no
Gentoo to sue" to me is disingenuous. For most people on this thread the
situation is the same; the board and officers encompass only 5 humans.

-A


>
> --
> Rich
>
>

[-- Attachment #2: Type: text/html, Size: 2968 bytes --]

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[Rich Freeman]

On Mon, Jan 16, 2017 at 1:52 PM, Alec Warner <antarus@gentoo.org> wrote:
>
>
> SPI reduces the liability of the Gentoo Foundation (since the board and
> officers have specific legal duties that get taken over by SPI.)

SPI eliminates the liability of the Gentoo Foundation, because under
that model there wouldn't be a Gentoo Foundation.  It wouldn't have a
board or officers, since it wouldn't exist.

> I don't
> think the SPI changes the liability of the foundation members (who do not
> receive indemnification either way) or non-members.

There would be no members, since there would be no Foundation.

Foundation members in general are not liable for the actions of the
Foundation, just as shareholders in any corporation are generally not
liable for the actions of a corporation.  (There are exceptions, but
they're not going to apply here.)

Now, somebody who happens to be a foundation member might be liable if
they happen to also personally do something that exposes them to
liability.  If I own a share of Exon-Mobil stock and an employee of
Exon-Mobil hits somebody over the head with a gas can then I bear no
liability because of this association with the corporation.  However,
if I were to hit somebody over the head with a gas can then of course
I'd be liable for it.  Being a Foundation member neither increases nor
decreases your liability as far as Gentoo is concerned.

Now, being a Trustee or Officer is a different matter.

> So saying "there is no
> Gentoo to sue" to me is disingenuous. For most people on this thread the
> situation is the same; the board and officers encompass only 5 humans.

So, we have to pick which way we're going with things.

Are we of the school that:
There is only one "Gentoo" and it is the Gentoo Foundation, and
everything else is just a legal fiction, and the Foundation is
responsible and in charge of everything as far as the law is
concerned.

or not?

Part of the problem here is that we're using terms loosely, which is
made more complicated by the fact that we're talking about something
that would change the nature of those terms anyway.  Gentoo today is
legally a Foundation that owns the trademark on "Gentoo."  Under the
proposal "Gentoo" would be nothing more than a trademark owned by SPI.
You can't sue a trademark, only its owner.

Yes, devs could be sued if they personally did something wrong.  That
is true today, it has always been true, and it will always be true.
At best we could pay for insurance to pay for the legal bills and
judgments should such a lawsuit happen.  We don't do that today.

However, what we personally do is something we can all control.  You
can sue me for things I do wrong.  You can't sue me for things others
do wrong.  That isn't the same as the situation today, where I as a
developer can do something wrong, and the Foundation could be sued for
it, and now the Trustees have to deal with it, and if they fail to
discharge their duties as Trustees properly they could also be sued.

-- 
Rich

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[Dale]

Rich Freeman wrote:
>
> However, what we personally do is something we can all control.  You
> can sue me for things I do wrong.  You can't sue me for things others
> do wrong.  That isn't the same as the situation today, where I as a
> developer can do something wrong, and the Foundation could be sued for
> it, and now the Trustees have to deal with it, and if they fail to
> discharge their duties as Trustees properly they could also be sued.
>

You just said what I've been saying.  You can't sue someone for what
someone else did.  SPI can't be sued because they wouldn't be in control
of what was done.  SPI takes care of the money, manages the assets and
that's it.  I've yet to see anywhere on their site that they handle
lawsuits.  The only exception I could think possible, the IRS. 

Dale

:-)  :-) 

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[William L. Thomson Jr.]

[-- Attachment #1: Type: text/plain, Size: 1347 bytes --]

On Monday, January 16, 2017 1:20:01 PM EST Dale wrote:
> Rich Freeman wrote:
> > However, what we personally do is something we can all control.  You
> > can sue me for things I do wrong.  You can't sue me for things others
> > do wrong.  That isn't the same as the situation today, where I as a
> > developer can do something wrong, and the Foundation could be sued for
> > it, and now the Trustees have to deal with it, and if they fail to
> > discharge their duties as Trustees properly they could also be sued.
> 
> You just said what I've been saying.  You can't sue someone for what
> someone else did.  SPI can't be sued because they wouldn't be in control
> of what was done.  SPI takes care of the money, manages the assets and
> that's it.  I've yet to see anywhere on their site that they handle
> lawsuits.  The only exception I could think possible, the IRS.

I am not sure if the SPI would approve Gentoo's membership into the SPI. Given 
its past and present situation with the IRS. Likely some work to be done. It 
is not like the house is in order.

Another aspect people keep forgetting. SPI is not a guarantee, Gentoo has to 
be accepted. If it is not, then this is all for not. That would be the first 
step.

Can Gentoo become a member of the SPI? Would the SPI approve?

-- 
William L. Thomson Jr.

[-- Attachment #2: This is a digitally signed message part. --]
[-- Type: application/pgp-signature, Size: 195 bytes --]

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[Dale]

William L. Thomson Jr. wrote:
> On Monday, January 16, 2017 1:20:01 PM EST Dale wrote:
>> Rich Freeman wrote:
>>> However, what we personally do is something we can all control.  You
>>> can sue me for things I do wrong.  You can't sue me for things others
>>> do wrong.  That isn't the same as the situation today, where I as a
>>> developer can do something wrong, and the Foundation could be sued for
>>> it, and now the Trustees have to deal with it, and if they fail to
>>> discharge their duties as Trustees properly they could also be sued.
>> You just said what I've been saying.  You can't sue someone for what
>> someone else did.  SPI can't be sued because they wouldn't be in control
>> of what was done.  SPI takes care of the money, manages the assets and
>> that's it.  I've yet to see anywhere on their site that they handle
>> lawsuits.  The only exception I could think possible, the IRS.
> I am not sure if the SPI would approve Gentoo's membership into the SPI. Given 
> its past and present situation with the IRS. Likely some work to be done. It 
> is not like the house is in order.
>
> Another aspect people keep forgetting. SPI is not a guarantee, Gentoo has to 
> be accepted. If it is not, then this is all for not. That would be the first 
> step.
>
> Can Gentoo become a member of the SPI? Would the SPI approve?
>


I would strongly suspect that Gentoo would have to have all its ducks in
a row before it would even be considered.  Even then, the past could
come to haunt Gentoo.  It's not like Gentoo has a history of keeping its
house in order.  I been using Gentoo for well over a decade and even tho
so much changes, some things remain the same. 

I might add, even if SPI did accept, I suspect Gentoo would drop some
other ball that would botch things up.  Gentoo is good at coding and
such but when it comes to the rest, it's pretty slow.  It's like having
a ace mechanic that can fix any car there is but gets busted and put out
of business for not paying taxes and maybe ends up in jail.  Being a
good mechanic requires more than just turning a wrench or two.  One has
to do the paperwork and take care of the bills to make it work.  Even
getting someone else to do the billing and paying out still requires
work.  The mechanic still has to tell the other person what was done,
how much to charge and what parts to order. 

Do you still have any archived info on SPI and the research you did? 
Did you ever contact SPI directly and still have those messages??

Dale

:-)  :-) 

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[Rich Freeman]

On Mon, Jan 16, 2017 at 2:54 PM, Dale <rdalek1967@gmail.com> wrote:
>
> I would strongly suspect that Gentoo would have to have all its ducks in
> a row before it would even be considered.

Sure, but:
1.  The list of items that need to be settled to move to SPI may be
smaller in scope than the list of things that need to be settled to
keep running the Foundation.
2.  The Foundation would only need to be fully caught up for a moment
in time to execute the handover, and then it would be gone.
3.  Since #1/2 would be a well-defined finite set of work it could be
bid out and professionals could be hired to do the heavy lifting.

I think that this represents a fairly different burden than the one of
trying to keep things running properly forever.  If you handed a CPA
$10k to get all the books in order then six months later they'd be a
mess again.

It is like the difference between maintaining a house, and getting it
in good enough shape to sell.  Sure, if you've been maintaining your
house all along then nothing needs to be done to sell it, but if not
the prospect of just hiring some professionals to do a fixed set of
cleanup tasks for a short term is probably more welcome than all the
work that goes into keeping the house in tip-top shape all the time.

-- 
Rich

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[Dale]

Rich Freeman wrote:
> On Mon, Jan 16, 2017 at 2:54 PM, Dale <rdalek1967@gmail.com> wrote:
>> I would strongly suspect that Gentoo would have to have all its ducks in
>> a row before it would even be considered.
> Sure, but:
> 1.  The list of items that need to be settled to move to SPI may be
> smaller in scope than the list of things that need to be settled to
> keep running the Foundation.
> 2.  The Foundation would only need to be fully caught up for a moment
> in time to execute the handover, and then it would be gone.
> 3.  Since #1/2 would be a well-defined finite set of work it could be
> bid out and professionals could be hired to do the heavy lifting.
>
> I think that this represents a fairly different burden than the one of
> trying to keep things running properly forever.  If you handed a CPA
> $10k to get all the books in order then six months later they'd be a
> mess again.
>
> It is like the difference between maintaining a house, and getting it
> in good enough shape to sell.  Sure, if you've been maintaining your
> house all along then nothing needs to be done to sell it, but if not
> the prospect of just hiring some professionals to do a fixed set of
> cleanup tasks for a short term is probably more welcome than all the
> work that goes into keeping the house in tip-top shape all the time.
>


Given that Gentoo has to my knowledge not been able to do that over the
last decade or more, I doubt they can now either.  I've read that some
paperwork can't even be found which may be some of the reason Gentoo is
in the mess it is or has been in.  It's been bad for long enough that I
stopped keeping up with it long ago.  I still read posts about it but
I'm not aware of Gentoo being in good graces with the IRS in a very long
time.  It's in good shape code wise tho.  The Gentoo folks are good,
heck, VERY good, at that. 

Given the history of Gentoo, If I were SPI, I'd require Gentoo to get
its ducks in a row and remain that way for several years before I would
even consider accepting it.  Heck, if I was rich and could afford a team
of lawyers and accountants, I'd still be leery of helping.  Bad thing
is, every year that passes just means it is more work to do and harder
to do.  To use your house analogy, if you ignore all the electrical
problems, roof leaks and such for years, decades even, then want to sell
the house, you got some serious work ahead of you or you about to take a
serious haircut on the price.  Heck, it may be that no one wants to even
buy the thing.  That could be where Gentoo finds itself with SPI. 

Dale

:-)  :-) 

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[Rich Freeman]

On Mon, Jan 16, 2017 at 3:31 PM, Dale <rdalek1967@gmail.com> wrote:
>
> Given that Gentoo has to my knowledge not been able to do that over the
> last decade or more, I doubt they can now either.

Well, if they can't it becomes a moot point.  At that point we just
change our name and start fresh.

IMO though it is a lot more straightforward to do a one-time cleanup
of affairs than keep it going.

> I've read that some
> paperwork can't even be found which may be some of the reason Gentoo is
> in the mess it is or has been in.

Don't believe everything you read.  It may or may not be true.  :)

-- 
Rich

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[William L. Thomson Jr.]

[-- Attachment #1: Type: text/plain, Size: 840 bytes --]

On Monday, January 16, 2017 3:40:07 PM EST Rich Freeman wrote:
> On Mon, Jan 16, 2017 at 3:31 PM, Dale <rdalek1967@gmail.com> wrote:
> > Given that Gentoo has to my knowledge not been able to do that over the
> > last decade or more, I doubt they can now either.
> 
> Well, if they can't it becomes a moot point.  At that point we just
> change our name and start fresh.
> 
> IMO though it is a lot more straightforward to do a one-time cleanup
> of affairs than keep it going.

Good luck with a 1 time cleanup with the IRS....

> > I've read that some
> > paperwork can't even be found which may be some of the reason Gentoo is
> > in the mess it is or has been in.
> 
> Don't believe everything you read.  It may or may not be true.  :)

Or the truth is even worse and people just do not want to discuss it...

-- 
William L. Thomson Jr.

[-- Attachment #2: This is a digitally signed message part. --]
[-- Type: application/pgp-signature, Size: 195 bytes --]

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[Dale]

Rich Freeman wrote:
> On Mon, Jan 16, 2017 at 3:31 PM, Dale <rdalek1967@gmail.com> wrote:
>> Given that Gentoo has to my knowledge not been able to do that over the
>> last decade or more, I doubt they can now either.
> Well, if they can't it becomes a moot point.  At that point we just
> change our name and start fresh.
>
> IMO though it is a lot more straightforward to do a one-time cleanup
> of affairs than keep it going.

If I were SPI, I sure wouldn't want to touch it then.  I wouldn't want
something under my name or a corporation I have my name on to be
involved with that sort of thing.  As I posted elsewhere, things change
but yet they remain the same. 

>> I've read that some
>> paperwork can't even be found which may be some of the reason Gentoo is
>> in the mess it is or has been in.
> Don't believe everything you read.  It may or may not be true.  :)
>


If I recall correctly, I read it in a post by the person that was trying
to find the info.  It was on a Gentoo mailing list.  Or are you saying
that people who would know these things would lie on purpose in public? 
Surely not.

Dale

:-)  :-) 

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[William L. Thomson Jr.]

[-- Attachment #1: Type: text/plain, Size: 800 bytes --]

On Monday, January 16, 2017 1:54:21 PM EST Dale wrote:
>
> Do you still have any archived info on SPI and the research you did?

Yes, but I was very big on being 100% transparent, so it should all be public 
on the -nfp mailing list. I can see if I have some stuff that is not public to 
make public, irc logs, etc.

> Did you ever contact SPI directly and still have those messages??

I recall I did contact the SPI. I have email proof of me saying such to other 
trustees. In which I stated I did not want to repeat myself to other public 
information. I just found another mention of such in an -nfp post. Looking for 
original post and will provide a link.

I will have to look into my IRC log archives for further details. Any email 
contacted was cc'd to -nfp list.

-- 
William L. Thomson Jr.

[-- Attachment #2: This is a digitally signed message part. --]
[-- Type: application/pgp-signature, Size: 195 bytes --]

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[Dale]

William L. Thomson Jr. wrote:
> On Monday, January 16, 2017 1:54:21 PM EST Dale wrote:
>> Do you still have any archived info on SPI and the research you did?
> Yes, but I was very big on being 100% transparent, so it should all be public 
> on the -nfp mailing list. I can see if I have some stuff that is not public to 
> make public, irc logs, etc.

That's how ti should be.  My messages go back to around mid 2007.  If it
is late 2007 or after, the subject line alone should help me find it. 

>
>> Did you ever contact SPI directly and still have those messages??
> I recall I did contact the SPI. I have email proof of me saying such to other 
> trustees. In which I stated I did not want to repeat myself to other public 
> information. I just found another mention of such in an -nfp post. Looking for 
> original post and will provide a link.
>
> I will have to look into my IRC log archives for further details. Any email 
> contacted was cc'd to -nfp list.
>

Thanks much.  So far what I've read on the SPI site is along the lines
of what you have posted.  I do believe that Debian is special as you
posted in another post tho.  Also, this is what I found about legal
services:

"SPI has access to legal counsel which the board may consult on behalf
of the project, at the discretion of the board." 

To me, that seems to be very limited and may not even be available
depending on whether SPI thinks it's needed. 

Dale

:-)  :-) 

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[William L. Thomson Jr.]

[-- Attachment #1: Type: text/plain, Size: 1143 bytes --]

On Monday, January 16, 2017 2:38:08 PM EST Dale wrote:
>
> Thanks much.  So far what I've read on the SPI site is along the lines
> of what you have posted.  I do believe that Debian is special as you
> posted in another post tho.  Also, this is what I found about legal
> services:

Very welcome and I must say one of the few times I have ever been thanked :)

> "SPI has access to legal counsel which the board may consult on behalf
> of the project, at the discretion of the board."
> 
> To me, that seems to be very limited and may not even be available
> depending on whether SPI thinks it's needed.

It seems the SPI was created for Debian. All the rest is a side benefit, as it 
mainly exists for Debian. I think any project Liaison should be able to be an 
adviser. I do not like that 2 projects get leaders as Adviser's and not 
others.

Also not sure if the SPI has ever handled legal matters in any capacity for 
any project. Trademark enforcement, etc. Should be fairly easy to find record 
of such. Most every country makes court proceedings public record in some 
capacity.

-- 
William L. Thomson Jr.

[-- Attachment #2: This is a digitally signed message part. --]
[-- Type: application/pgp-signature, Size: 195 bytes --]

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[Roy Bamford]

[-- Attachment #1: Type: text/plain, Size: 1809 bytes --]

On 2017.01.16 20:38, Dale wrote:
> William L. Thomson Jr. wrote:
> > On Monday, January 16, 2017 1:54:21 PM EST Dale wrote:
> >> Do you still have any archived info on SPI and the research you
> did?
> > Yes, but I was very big on being 100% transparent, so it should all
> be public 
> > on the -nfp mailing list. I can see if I have some stuff that is not
> public to 
> > make public, irc logs, etc.
> 
> That's how ti should be.  My messages go back to around mid 2007.  If
> it
> is late 2007 or after, the subject line alone should help me find it. 
> 
> >
> >> Did you ever contact SPI directly and still have those messages??
> > I recall I did contact the SPI. I have email proof of me saying such
> to other 
> > trustees. In which I stated I did not want to repeat myself to other
> public 
> > information. I just found another mention of such in an -nfp post.
> Looking for 
> > original post and will provide a link.
> >
> > I will have to look into my IRC log archives for further details.
> Any email 
> > contacted was cc'd to -nfp list.
> >
> 
> Thanks much.  So far what I've read on the SPI site is along the lines
> of what you have posted.  I do believe that Debian is special as you
> posted in another post tho.  Also, this is what I found about legal
> services:
> 
> "SPI has access to legal counsel which the board may consult on behalf
> of the project, at the discretion of the board." 
> 
> To me, that seems to be very limited and may not even be available
> depending on whether SPI thinks it's needed. 
> 
> Dale
> 
> :-)  :-) 
> 
> 
> 

Dale,

It certainly after William was elected as a trustee. That would be 
Feb or Mar 2008

-- 
Regards,

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

[-- Attachment #2: Type: application/pgp-signature, Size: 833 bytes --]

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[William L. Thomson Jr.]

[-- Attachment #1: Type: text/plain, Size: 717 bytes --]

On Monday, January 16, 2017 2:08:36 PM EST Rich Freeman wrote:
>
> Yes, devs could be sued if they personally did something wrong.  That
> is true today, it has always been true, and it will always be true.
> At best we could pay for insurance to pay for the legal bills and
> judgments should such a lawsuit happen.  We don't do that today.

Short of criminal activity, the Foundation can indemnify Developers, and take 
any liability from Developers.

Most companies make it very hard if not next to impossible to sue an employee 
directly for something they did on behalf of their employer. In most cases it 
is the employer/company that will be the target of any suit.

-- 
William L. Thomson Jr.

[-- Attachment #2: This is a digitally signed message part. --]
[-- Type: application/pgp-signature, Size: 195 bytes --]

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[Dale]

Rich Freeman wrote:
> On Mon, Jan 16, 2017 at 1:25 PM, Alec Warner <antarus@gentoo.org> wrote:
>> On Mon, Jan 16, 2017 at 10:19 AM, Rich Freeman <rich0@gentoo.org> wrote:
>>> How would somebody sue "Gentoo" when Gentoo is just a trademark of
>>> SPI?  There would be no legal entity called Gentoo to sue.  That's the
>>> whole point.  If somebody wants to sue SPI then that becomes SPI's
>>> problem, though obviously as a project we would cooperate with them to
>>> minimize this risk.
>> A suit against "Gentoo" aka:
>> https://www.gentoo.org/inside-gentoo/developers/
>>
>> "A business partnership, a nonprofit organization, or a group of citizens
>> can be parties in a lawsuit if the court accepts that group as representing
>> 1 side of the dispute."
>>
> Sure, but in this case the first two do not exist, so Gentoo could not
> be named in a lawsuit.  Certainly any group of Gentoo
> developers/contributors could be named in a lawsuit, and so could
> their next door neighbors.  And that is no different from today as
> you've pointed out.
>
> My point is that today if somebody messes up they are personally
> liable and the Gentoo Foundation could also be liable.  If we moved to
> the SPI model then the individuals would still be personally liable,
> and SPI could also be liable.  And I assume that SPI is better at
> managing its own liability.
>


Since SPI does not control Gentoo or any other project, how could they
be held liable in a lawsuit?   SPI isn't going to "manage" the devs or
any other remnants of Gentoo.  That is left to the Gentoo group to
manage.  That is who would be sued. 

Now if the IRS were to come after what is left of Gentoo, SPI would
likely step in since it is in control of the money and assets  However,
if the IRS comes after Gentoo for things before SPI took control, then
the IRS would likely come after both, Gentoo people for the past
behavior and SPI since it has the money and that is usually what the IRS
is going after.  Of course, the IRS is a different beast. 

Dale

:-)  :-) 

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[Dale]

Rich Freeman wrote:
> On Mon, Jan 16, 2017 at 1:13 PM, Dale <rdalek1967@gmail.com> wrote:
>> Rich Freeman wrote:
>>> On Mon, Jan 16, 2017 at 12:35 PM, William L. Thomson Jr.
>>> <wlt-ml@o-sinc.com> wrote:
>>>> On Monday, January 16, 2017 11:56:43 AM EST Rich Freeman wrote:
>>>>> And nobody really has a choice about whether they'll handle lawsuits.
>>>>> If you own property, then you better have a plan for handling
>>>>> lawsuits.  I suspect that SPI has thought this through a bit more than
>>>>> we have historically.
>>>> The SPI is not a legal management entity. You are confusing fiscal with legal.
>>>>
>>> Again, I think you're thinking I'm saying I'm not.
>>>
>>> I'm not saying that the Gentoo Foundation should retain the legal
>>> services of SPI.  I'm saying that they should turn over their property
>>> to SPI and cease to exist.  At that point we don't need legal
>>> services, because we legally don't exist.
>>
>> I have been looking at the SPI website, other than managing money and
>> controlling assets, SPI does not appear to do anything else management
>> wise.  Do you have a link to the SPI website that says it does what you
>> claim?
> I don't claim that SPI does anything other than manage money or assets.
>

Based on your posts, you are.  SPI may handle the assets, the financial
paperwork and such but that does not mean that if a Gentoo dev, officers
or anyone else on the behalf of or within Gentoo violates the law that
Gentoo can't be sued.  It would only mean that they would drop down one
level and sue that. 

So no links to support what you are saying???


>>>>> In any case, the point is that if Gentoo moves under SPI then there
>>>>> would be no "Gentoo" to sue.  "Gentoo" would be a trademark of SPI.
>>>>> Any copyrights on our works that are held centrally would belong to
>>>>> SPI.  Our money would be stored in SPI bank accounts.  So, if you want
>>>>> our stuff, you have to sue SPI.
>>>> Completely WRONG!
>>>>
>>>> "Project Independence
>>>> SPI does not own, govern or control the associated projects."
>>>> http://www.spi-inc.org/projects/relationship/
>>> They wouldn't own the project.  They would own our assets.  They
>>> wouldn't control anything.
>>>
>> They would own the assets but I have found nothing that says Gentoo
>> can't be sued still or that SPI would provide a defense for Gentoo.  The
>> only case I can think of, if the IRS comes after Gentoo and SPI is
>> handling the money and paperwork.  Then SPI would step in.
>>
> How would somebody sue "Gentoo" when Gentoo is just a trademark of
> SPI?  There would be no legal entity called Gentoo to sue.  That's the
> whole point.  If somebody wants to sue SPI then that becomes SPI's
> problem, though obviously as a project we would cooperate with them to
> minimize this risk.
>

So, you are saying that Gentoo would no longer have any officers,
trustees, board members, devs or anything else of that nature?  As long
as Gentoo has any of that, it can be sued.  I'm not a lawyer either but
browsing around on the SPI website, I see nothing that supports your
claim that Gentoo can't be sued. 

Dale

:-)  :-) 

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[Rich Freeman]

On Mon, Jan 16, 2017 at 1:43 PM, Dale <rdalek1967@gmail.com> wrote:
> Rich Freeman wrote:
>> I don't claim that SPI does anything other than manage money or assets.
>>
>
> Based on your posts, you are.

Perhaps my posts were not correctly worded then.  I do not intend to
claim that SPI does anything other than hold money and assets, and
utilize them as we direct.

> SPI may handle the assets, the financial
> paperwork and such but that does not mean that if a Gentoo dev, officers
> or anyone else on the behalf of or within Gentoo violates the law that
> Gentoo can't be sued.  It would only mean that they would drop down one
> level and sue that.

There wouldn't be any Gentoo officers, since Gentoo would not be a
legal entity.

Now, Gentoo developers can certainly be sued, and so can you, and so
can everybody else on planet earth.

So, don't do anything illegal.  :)

The risks are pretty low though if all you're doing is donating code.
What possible cause of action could somebody have against you for
writing code?

>> How would somebody sue "Gentoo" when Gentoo is just a trademark of
>> SPI?  There would be no legal entity called Gentoo to sue.  That's the
>> whole point.  If somebody wants to sue SPI then that becomes SPI's
>> problem, though obviously as a project we would cooperate with them to
>> minimize this risk.
>>
>
> So, you are saying that Gentoo would no longer have any officers,
> trustees, board members, devs or anything else of that nature?  As long
> as Gentoo has any of that, it can be sued.  I'm not a lawyer either but
> browsing around on the SPI website, I see nothing that supports your
> claim that Gentoo can't be sued.

Gentoo would have developers, and that is it.  However, legally a
Gentoo developer doesn't have any meaning.  We're just individuals who
donate our time to the project.  Sure, I can be sued as a Gentoo
developer.  However, that isn't "Gentoo" being sued, that is "Rich
Freeman" being sued.  Maybe Gentoo might help me out with my legal
bills, and maybe not, but Gentoo does not in general indemnify its
developers.  Since I'm an officer of the Foundation I would be
protected in that regard, for whatever such protection ends up being
worth.  Honestly, if somebody is concerned about getting sued they're
probably best off getting a personal insurance policy from a company
that issues such things and is in a position to make good on their
promises.

Nothing can be done to prevent anybody from suing anybody for anything
in the US.  You can't legally prevent lawsuits in the US.  All you can
do is make sure you're in a position to win them.

-- 
Rich

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[William L. Thomson Jr.]

[-- Attachment #1: Type: text/plain, Size: 551 bytes --]

On Monday, January 16, 2017 1:52:29 PM EST Rich Freeman wrote:
>
> Now, Gentoo developers can certainly be sued, and so can you, and so
> can everybody else on planet earth.
> 
> So, don't do anything illegal.  :)

You tend to get arrested for illegal activities. Law suits tend to be more 
corporate and other litigation, civil litigation vs criminal.

There are lots of frivolous lawsuits. Most legal action in the US is not of 
criminal nature. Almost no lawsuit is over a criminal matter, that is civil.

-- 
William L. Thomson Jr.

[-- Attachment #2: This is a digitally signed message part. --]
[-- Type: application/pgp-signature, Size: 195 bytes --]

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[William L. Thomson Jr.]

[-- Attachment #1: Type: text/plain, Size: 1019 bytes --]

On Monday, January 16, 2017 1:19:49 PM EST Rich Freeman wrote:
>
> How would somebody sue "Gentoo" when Gentoo is just a trademark of
> SPI?  There would be no legal entity called Gentoo to sue.  That's the
> whole point.  If somebody wants to sue SPI then that becomes SPI's
> problem, though obviously as a project we would cooperate with them to
> minimize this risk.

Rather than sue the SPI, any action would likely be taken directly against an 
individual rather than go after the SPI for something Gentoo related.

I do not believe the SPI will provide any legal indemnification or protection 
to Gentoo developers. The Gentoo Foundation can serve to indemnify, but making 
the Foundation target of any legal action rather than the individual. With the 
exception of criminal laws, as no entity can indemnify against criminal 
charges.

There are many good reason to have a Gentoo Foundation. Legal protection of 
the Developers via indemnification is just one.

-- 
William L. Thomson Jr.

[-- Attachment #2: This is a digitally signed message part. --]
[-- Type: application/pgp-signature, Size: 195 bytes --]

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[Alec Warner]

[-- Attachment #1: Type: text/plain, Size: 2890 bytes --]

On Mon, Jan 16, 2017 at 8:31 AM, William L. Thomson Jr. <wlt-ml@o-sinc.com>
wrote:

> On Monday, January 16, 2017 10:06:09 AM EST Rich Freeman wrote:
> >
> > > The SPI provides legal assistance, it does not take over all legal
> matters
> > > and also uses the SFLC. Gentoo may still need its own legal
> > > representation. Their legal assistance is also at their discretion,
> > > unlike other services.
> > If we moved to SPI we would dissolve the Foundation.  There would be
> > no "Gentoo" to seek legal representation.
>
> Just because you go to the SPI does not mean Gentoo does not exist. If you
> get
> rid of the Foundation that is another matter. Some legal entity still has
> to
> own that stuff.
>
> > And since they're the ones who have to worry about getting sued, it
> > really shouldn't be a concern that legal assistance is at their
> > discretion.  The onus would actually be on them to ensure that we're
> > not doing things that will get them sued, not the other way around.
> > Obviously we would be good tennents, and Gentoo generally tries to
> > follow the law anyway.  Most of the areas we struggle are areas that
> > would go away under SPI.
>
> You have a misunderstanding of the SPI and you need to contact them to get
> more information. This is NOT how they work at all. They DO NOT provide
> legal
> protection.
>

I agree with William here.

The SPI does not indemnify its associated projects or members. You could
argue that there is no legal entity to sue (and I agree that the Gentoo
Foundation would be gone) but it just means that individuals are more
likely to be sued, rather than SPI (who nominally operate at arms length.)

That being said, I don't think this is a big deal because:

The Gentoo Foundation also does not indemnify its members. It does offer
indemnification to its board and officers (bylaws, article 7 section 12.1).
But the foundation does not currently carry insurance and has limited funds
to fight such suits. A bankrupt foundation cannot indemnify anyone to any
useful degree.

The SPI does provide some services (such as donation intake) and since they
receive all of the donations; they also take on that risk.

Its not clear to me how trademark enforcement works, for example. Its
something I am following up on as part of my SPI review (and FAQ) for the
Gentoo Board (and its members, all the stuff will be public.)

-A


> The SPI does not simply handle any law suits! They are NOT a legal body.
> They
> are financial, accountants, tax attorneys not legal ones. They use the
> SFLC for
> legal purposes.
>
> People seriously need to get more information. I spent considerable time on
> all this as a Trustee, contacting the SPI and SFLC. You all are just
> revising
> things I have already and not listening.
>
> Do not take my word, go talk to the SPI. They have a IRC channel on oftc.
>
> --
> William L. Thomson Jr.
>

[-- Attachment #2: Type: text/html, Size: 3813 bytes --]

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[Rich Freeman]

On Mon, Jan 16, 2017 at 12:50 PM, Alec Warner <antarus@gentoo.org> wrote:
>
> I agree with William here.
>
> The SPI does not indemnify its associated projects or members.

Well, on that I agree with William as well.  I never claimed otherwise.

>
> Its not clear to me how trademark enforcement works, for example. Its
> something I am following up on as part of my SPI review (and FAQ) for the
> Gentoo Board (and its members, all the stuff will be public.)
>

Are you doing an SPI review?  Based on the fact that none of the
Trustees seemed interested in doing one I was actually going to reach
out to them myself, but I'd certainly prefer that it come from the
Trustees.

-- 
Rich

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[Alec Warner]

[-- Attachment #1: Type: text/plain, Size: 946 bytes --]

On Mon, Jan 16, 2017 at 10:01 AM, Rich Freeman <rich0@gentoo.org> wrote:

> On Mon, Jan 16, 2017 at 12:50 PM, Alec Warner <antarus@gentoo.org> wrote:
> >
> > I agree with William here.
> >
> > The SPI does not indemnify its associated projects or members.
>
> Well, on that I agree with William as well.  I never claimed otherwise.
>
> >
> > Its not clear to me how trademark enforcement works, for example. Its
> > something I am following up on as part of my SPI review (and FAQ) for the
> > Gentoo Board (and its members, all the stuff will be public.)
> >
>
> Are you doing an SPI review?  Based on the fact that none of the
> Trustees seemed interested in doing one I was actually going to reach
> out to them myself, but I'd certainly prefer that it come from the
> Trustees.


I also wanted a unified front (a bunch of people have been talking about
it.) I'll follow up on -nfp regarding who is doing what for SPI.

-A


>
> --
> Rich
>
>

[-- Attachment #2: Type: text/html, Size: 1657 bytes --]

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[William L. Thomson Jr.]

[-- Attachment #1: Type: text/plain, Size: 602 bytes --]

On Monday, January 16, 2017 1:01:29 PM EST Rich Freeman wrote:
>
> Are you doing an SPI review?  Based on the fact that none of the
> Trustees seemed interested in doing one I was actually going to reach
> out to them myself, but I'd certainly prefer that it come from the
> Trustees.

I did this in 2008.... Go look in -nfp archives you will see!

Why do people not want to listen?

I get people do not like me but this is not my opinion. I did not obtain this 
information for personal benefit. I only have this knowledge because I was 
looking into it for Gentoo's sake.

-- 
William L. Thomson Jr.

[-- Attachment #2: This is a digitally signed message part. --]
[-- Type: application/pgp-signature, Size: 195 bytes --]

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[Andreas K. Huettel]

[-- Attachment #1: Type: text/plain, Size: 280 bytes --]

Am Montag, 16. Januar 2017, 13:10:57 CET schrieb William L. Thomson Jr.:
> 
> Why do people not want to listen?
> 

Because you've been barfing so much sillyness onto the mailing lists over the 
last months that people tune off and dont care whether anything of it is 
productive.

[-- Attachment #2: This is a digitally signed message part. --]
[-- Type: application/pgp-signature, Size: 981 bytes --]

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[M. J. Everitt]

[-- Attachment #1.1: Type: text/plain, Size: 344 bytes --]

On 16/01/17 20:16, Andreas K. Huettel wrote:
> Am Montag, 16. Januar 2017, 13:10:57 CET schrieb William L. Thomson Jr.:
>> Why do people not want to listen?
>>
> Because you've been barfing so much sillyness onto the mailing lists over the 
> last months that people tune off and dont care whether anything of it is 
> productive.
+1


[-- Attachment #2: OpenPGP digital signature --]
[-- Type: application/pgp-signature, Size: 836 bytes --]

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[Ciaran McCreesh]

On Mon, 16 Jan 2017 20:23:02 +0000
"M. J. Everitt" <m.j.everitt@iee.org> wrote:
> On 16/01/17 20:16, Andreas K. Huettel wrote:
> > Am Montag, 16. Januar 2017, 13:10:57 CET schrieb William L. Thomson
> > Jr.:  
> >> Why do people not want to listen?
> >>  
> > Because you've been barfing so much sillyness onto the mailing
> > lists over the last months that people tune off and dont care
> > whether anything of it is productive.  
> +1

This, on the other hand, is exactly the kind of insightful, fruitful
content that the Gentoo community needs. Please make many more posts
just like it.

-- 
Ciaran McCreesh

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[Dale]

Ciaran McCreesh wrote:
> On Mon, 16 Jan 2017 20:23:02 +0000
> "M. J. Everitt" <m.j.everitt@iee.org> wrote:
>> On 16/01/17 20:16, Andreas K. Huettel wrote:
>>> Am Montag, 16. Januar 2017, 13:10:57 CET schrieb William L. Thomson
>>> Jr.:  
>>>> Why do people not want to listen?
>>>>  
>>> Because you've been barfing so much sillyness onto the mailing
>>> lists over the last months that people tune off and dont care
>>> whether anything of it is productive.  
>> +1
> This, on the other hand, is exactly the kind of insightful, fruitful
> content that the Gentoo community needs. Please make many more posts
> just like it.
>

I may not agree with William on other things but that doesn't mean he is
never right on some other things either.  I vaguely recall William
working on this sort of thing long ago and having someone who has
already done the research provide what they learned should be listened
to by all. 

Dale

:-)  :-) 

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[William L. Thomson Jr.]

[-- Attachment #1: Type: text/plain, Size: 1125 bytes --]

On Monday, January 16, 2017 2:42:56 PM EST Dale wrote:
>
> I may not agree with William on other things but that doesn't mean he is
> never right on some other things either.  I vaguely recall William
> working on this sort of thing long ago and having someone who has
> already done the research provide what they learned should be listened
> to by all.

Yet for the sake of the community I was driven away and kept out. It does not 
surprise me in the least this stuff was never addressed.

Despite such facts and proof how others claiming to protect the community in 
fact due considerable harm over the long term. They continue with such 
negative comments and attitudes. Seeking once again to drive people like me 
away, rather than embrace and attract others with such knowledge and skills.

No wonder no one else has come along to do this sort of thankless work that 
requires considerably more time than most technical contributions. Many here 
simply do not get it. They could never start a project like Gentoo. They can't 
even maintain it and grow the community.

-- 
William L. Thomson Jr.

[-- Attachment #2: This is a digitally signed message part. --]
[-- Type: application/pgp-signature, Size: 195 bytes --]

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[William L. Thomson Jr.]

[-- Attachment #1: Type: text/plain, Size: 623 bytes --]

On Monday, January 16, 2017 9:16:05 PM EST Andreas K. Huettel wrote:
> Am Montag, 16. Januar 2017, 13:10:57 CET schrieb William L. Thomson Jr.:
> > Why do people not want to listen?
> 
> Because you've been barfing so much sillyness onto the mailing lists over
> the last months that people tune off and dont care whether anything of it
> is productive.

Maybe others then are the problem and not me...

Not like any of this was addressed in my YEARS of absence!

Then again is that a comment or message that complies with CoC? Seems 
judgemental, insulting, and mean spirited.

-- 
William L. Thomson Jr.

[-- Attachment #2: This is a digitally signed message part. --]
[-- Type: application/pgp-signature, Size: 195 bytes --]

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[Matthew Thode]

[-- Attachment #1.1: Type: text/plain, Size: 900 bytes --]

On 01/16/2017 12:01 PM, Rich Freeman wrote:
> On Mon, Jan 16, 2017 at 12:50 PM, Alec Warner <antarus@gentoo.org> wrote:
>>
>> I agree with William here.
>>
>> The SPI does not indemnify its associated projects or members.
> 
> Well, on that I agree with William as well.  I never claimed otherwise.
> 
>>
>> Its not clear to me how trademark enforcement works, for example. Its
>> something I am following up on as part of my SPI review (and FAQ) for the
>> Gentoo Board (and its members, all the stuff will be public.)
>>
> 
> Are you doing an SPI review?  Based on the fact that none of the
> Trustees seemed interested in doing one I was actually going to reach
> out to them myself, but I'd certainly prefer that it come from the
> Trustees.
> 
I'd like one done, but I don't have the time :(  Luckily Alec was
voluntold to do it :D

-- 
Matthew Thode (prometheanfire)


[-- Attachment #2: OpenPGP digital signature --]
[-- Type: application/pgp-signature, Size: 801 bytes --]

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[Dale]

Matthew Thode wrote:
> On 01/16/2017 12:01 PM, Rich Freeman wrote:
>> On Mon, Jan 16, 2017 at 12:50 PM, Alec Warner <antarus@gentoo.org> wrote:
>>> I agree with William here.
>>>
>>> The SPI does not indemnify its associated projects or members.
>> Well, on that I agree with William as well.  I never claimed otherwise.
>>
>>> Its not clear to me how trademark enforcement works, for example. Its
>>> something I am following up on as part of my SPI review (and FAQ) for the
>>> Gentoo Board (and its members, all the stuff will be public.)
>>>
>> Are you doing an SPI review?  Based on the fact that none of the
>> Trustees seemed interested in doing one I was actually going to reach
>> out to them myself, but I'd certainly prefer that it come from the
>> Trustees.
>>
> I'd like one done, but I don't have the time :(  Luckily Alec was
> voluntold to do it :D
>

I'm glad someone is.  From what I am reading, I don't think SPI does all
that some think it does.  It would be best to ask first and then operate
from that.  I think Alec will ask some good questions and maybe even ask
about some hypothetical situations. 

Dale

:-)  :-) 

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[Roy Bamford]

[-- Attachment #1: Type: text/plain, Size: 12706 bytes --]

Team,

Andreas,
I like the out of the box thinking.

On 2017.01.14 21:43, Andreas K. Huettel wrote:
> 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. 

Umbrella corporations remove some of the drudgery. They do not perform
any of decision making nor decision vetting. Gentoo, somewhere, still
needs to do that. We will still need to protect our trademarks ourselves
with the umbrella being used for escalation.

> 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. 

Not totally but it could help. It was seriously examined as an option 
around 2009.
> 
> 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 think the setup we have now, where when the distro screws up, the 
Foundation gets the blame is suboptimal.  Any proposal for change 
deserves to be examined on its merits.

> 
> 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.

Before continuing, the Foundation has an immutable constraint it 
must operate within.
https://wiki.gentoo.org/wiki/Foundation:Articles_of_Incorporation
The NM Statues for non Profit Organisations.
http://www.sos.state.nm.us/Business_Services/Corporation_Statutes.aspx
Just Art 8.
There is flexibility where the statues point to the bylaws.

> 
> 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. 
How does that sit with the requirements of 53-8-18 (on page 45) of 
the NM statutes?
It sounds rather like the democracy in the former Iron Curtain 
countries.  Here’s a list of candidates ...
Perhaps I'm just old and cynical and it really doesn't matter.

What happens in the event of a 'no' vote of Foundation members, or 
that council cannot find sufficient people that they are prepared to 
nominate and who are willing to stand?
Council pick up the jobs – after all, we have seen what happens when 
the Foundation activities are not performed.

What of Foundation Officers?
The trustees are the directors ... they provide direction.
The officers  do the actual work.  With a small NPO, there is little
distinction but it has worked well in the past when we have
been able to separate trustees and officers. 


> A non-quorate
> member vote 
> (less than 1/3 member participation) counts as confirmation.
A simple majority vote by foundation members fine. Its worked since 2008.
The reality is if you wait for a quorum of members, you (legally) adjourn
the meeting and the adjourned session is automatically quorate.

> * The Gentoo Council acts as independent, voter-appointed review and
> oversight 

Won’t this need GLEP 39 to be amended?
The council is a ‘go to’ disputes resolution body. This proposal requires 
it to actively manage the Foundation. 

> … body for the Gentoo Foundation and has full access to Gentoo
> Foundation data.

Probably not. The council are not trustees, nor officers of the Foundation.
Some Foundation data is lawyer/client privileged. The client here is the 
board and officers that need to know. That excludes council, unless
they happen to be officers that need to know.
Nothing, at present, excludes individuals serving on council and being 
Foundation officers concurrently.

> It can require regular status updates from Gentoo Foundation trustees
> and officers.
Everything that can be public has been made public along the way.

> * The Gentoo Council can dismiss Gentoo Foundation trustees before
> their term 
> runs out by unanimous vote of Gentoo Council members.
The holes thus created need to be filled, How?
Council will step in?

... and officers, who may be different individuals?


> 
> 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. 

Almost. New bylaws need to be drafted reviewed approved and filed with
New Mexico. Something at the back of my mind says that we need to serve 
some notice period to members too, before revised bylaws become effective 
The effect would not be immediate.

> 
> 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. 

I’ll need to ask “What is Gentoo?” and “Who speaks for Gentoo?” to 
respond to that. Its likely we have different viewpoints on the former 
or we would not be having this discussion. The answer to the second 
part of the question is linked to the first.

> If anything, in a community-driven, non commercial Linux distribution 
> administration should follow technical requirements.
First and foremost administration should follow the legislation.
It would be more than unfortunate to do something illegal while following 
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. 
It works while we are all good friends.

> Any one-sided attempt 
> to change the balance, however, easily provides cause for conflict and
> endless 
> bikeshedding. 

I don’t see any one sided attempt to change the balance. Only healthy 
discussion about if we should and to what.

> 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.

Isn’t that an example of the present arrangement not working?

> 
> 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 corporate registration was renewed on time in 2007. New Mexico lost
it after receipt. (That’s newish information to me)

> 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].

As you say, meetings of members that fail to reach a quorum should be 
adjourned. 
The adjourned session is automatically quorate.
> 
> ---------
> 
> 
> [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. 

There is a way. The assets of the existing Foundation can be run down 
by paying the bills. They cannot be transferred. Its not clear what 
would happen with the registered marks.
As the existing Foundation was run down, so a new entity could be
‘run up’ elsewhere.

This is much the same as would happen if we joined an umbrella 
organisation and decided to leave again later.

> 
> [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.

Incremental change is usually easiest but its not always the way ahead.


> 
> [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
> 

Disclaimer:
The opinions here are my own and do not represent the opinion of 
any group I am associated with now or may have been associated with 
in the past.

-- 
Regards,

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

[-- Attachment #2: Type: application/pgp-signature, Size: 833 bytes --]

Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[Rich Freeman]

On Sun, Jan 15, 2017 at 10:00 AM, Roy Bamford <neddyseagoon@gentoo.org> wrote:
>
> I like the out of the box thinking.

Thanks for your comments.  They were very helpful.  I'll just respond
to one or two of them.

>
> Umbrella corporations remove some of the drudgery. They do not perform
> any of decision making nor decision vetting. Gentoo, somewhere, still
> needs to do that. We will still need to protect our trademarks ourselves
> with the umbrella being used for escalation.

Sort-of.  An umbrella org will provide a lot of the general compliance
policies.  For example, the procedures around reimbursement for travel
expenses or such is almost certainly the sort of thing that SFI would
have a policy on.  Now, they're going to look to us to set the general
guidelines on how much we want to spend on travel and who is eligible,
but when it comes down to what kinds of receipts you need and what
kinds of expenses do/don't qualify they're going to have their own
rules.

I wouldn't be surprised if they also have rules around conduct at
officially-sponsored conferences and such, written by lawyers.

I think the main benefit would be that people who are into such things
can spend more time on thinking about how we want to spend money and
asking people to donate for these causes, and less on the mechanics of
paying the rental fees.  Actually, today reimbursement itself isn't
the big problem, so much as figuring out how much money we have left
to spend and filing our taxes.

I suspect you're on the same page, but just wanted to comment on this
in general.  An umbrella org isn't a panacea but it could fix the
drudgery, and provide a lot of the benefits that distros with
commercial arms have without being subject to the whim of the
commercial arm.

>
> The corporate registration was renewed on time in 2007. New Mexico lost
> it after receipt. (That’s newish information to me)
>

Interesting.  As I recall at the time we were also running without a
full slate of Trustees.  I don't like to point my fingers at Trustees
in general because they're volunteers like the rest of us, and in this
case we didn't even have enough volunteers to fill all the slots.

I will note that it is usually a good compliance practice to not only
file your documents, but confirm the accuracy of your filings/etc,
especially if others are involved.  At work when we direct somebody to
file a government document under a power of attorney we make sure we
get copies of what was filed, and we try to obtain information about
our filings retrospectively from the government to compare them with
our records of what should have been filed (usually in electronic
format with a program doing the checking).  Of course, having a small
army of compliance professionals supported by IT helps, and while I
don't question that most of those on this list could do that sort of
thing it probably isn't what most sane people would choose to do.

>> [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.
>
> There is a way. The assets of the existing Foundation can be run down
> by paying the bills. They cannot be transferred. Its not clear what
> would happen with the registered marks.
> As the existing Foundation was run down, so a new entity could be
> ‘run up’ elsewhere.
>
> This is much the same as would happen if we joined an umbrella
> organisation and decided to leave again later.

I don't believe this is strictly necessary.

I know that SPI in particular will transfer your assets to another
501c3 of your choosing if you want to leave.  You don't have to spend
things down.  However, it does need to be a 501c3.  There might be
other caveats (and of course we should review all the caveats).

Right now our existing Foundation isn't even a 501c3 so it is even
less regulated.  As long as we pay our taxes I don't think the
government is going to care how we transfer our assets, and if we're
donating them to a 501c3 I think that also reduces the concern of
their valuation.  If a transaction were truly arms-length I'd think
that it would also be fine (such as if we decided to sell the name
"Gentoo" to Google for a billion dollars).  Obviously a lawyer/CPA
should be consulted on the details, and I suspect that an umbrella org
could also help with that.  (If they aren't acting as our own lawyer
we could also have them do the heavy work of drafting all the
paperwork, and then retain our own lawyer to confirm that it is all
legit, which would save on cost but give us an independent evaluation
of our compliance.)

Spending down might or might not be convenient for some of the assets
even so, though you can't spend down your trademarks and copyrights,
such as they are.

-- 
Rich