Re: [gentoo-project] Merging Trustees and Council / Developers and Foundation

["Andreas K. Huettel" <dilfridge@gentoo.org>]

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Am Donnerstag, 5. Januar 2017, 15:36:45 CET schrieb Matthew Thode:
> Merging Trustees and Council / Developers and Foundation
> 

[...]

> This split is suboptimal for Gentoo (all of it). 

I agree with this statement, though probably for slightly different reasons.

In my opinion the main problem with the current situation is that it invites 
to "game the system". People unhappy with a council decision run to the 
foundation trustees. When foundation and council cooperate well, that's no 
problem, but as soon as personalities clash and responsibilities are ill 
defined, anyone can trigger a "Gentoo constitutional crisis" at will.

> In order to solve this Gentoo needs to have a combined electorate,
> meaning those that would vote for Council would also vote for Trustees
> and visa-versa.  This would ensure that everyone’s needs are represented.
> We should have a single combined governing body, let’s call it ‘The
> Board’.  This is so that conflicts between Council and Trustees (as they
> exist now) would have a straightforward resolution.  This new ‘Board’
> would be able to use the existing project metastructure to delegate
> roles to various groups (Comrel, Infra, etc would still exist, but under
> this new Board).
> (personal opinion) I imagine the merging of voting pools would coincide
> with the merging of governing bodies. 

That sounds like a good plan to me, in principle, however we need to figure 
out some details first. I think we really need to merge the voting pools, so 
there is one well-defined electorate for the board. Also, I think that voting 
for the board should be restricted to Gentoo developers (with or without main 
tree access), since that provides a good "proof of productive involvment". 

Let's first try to list resulting topics, and then discuss a possible 
solution.

Problems:

* Developers have to (?) become members of a US-based foundation in order to 
be able to vote for the board.
One side is how many (US law) legal obligations follow from membership; I'd 
guess not many, but it should be clarified. This is probably the smaller 
issue. 
The other side is that we can't predict worldwide legal impact, and that it 
may well be disadvantageous for someone in another country to officially be 
member of a US legal body.

* Board members have a different legal status.
It may become impossible for some of our developers to be elected to the 
Gentoo "board", since the legal position may lead to conflicts of interest 
with real-life work. 
[I'd have to research that, but it's not impossible that even as a civil 
servant I'd have to get that officially approved by the "Free State of 
Bavaria".]

* We need to figure out what to do with non-dev foundation members.

* Anything else?


So how can we solve this?

[Disclaimer: I haven't done any detailed research yet, so some of the ideas 
presented below may well be premature.]

* Transfer administration of Gentoo assets and finanicals to an organization 
as, e.g., SPI ( http://www.spi-inc.org/ ). See e.g. http://www.spi-inc.org/
projects/ for references.

* Dissolve the Gentoo Foundation.


This means:

* Anyone now running for trustees can run for council and be involved in all 
aspects of Gentoo oversight.

* There is only one controlling body (I guess whether we name it "board" or 
"council" doesn't matter).

* The part of Gentoo where mistakes are fatal (IRS filings, corporate status, 
trademarks, financial statements) is handled by professionals (or not relevant 
anymore).
[Robin is doing a great job of handling our finances at the moment, and it's 
good that the trustees are very active now. As in all volunteer organizations, 
we can't take that continuously for granted though.]

* The Gentoo "council" or "board" does not involve any legal status which can 
make it difficult for anyone to run.

* The electorate lists for the "council" or "board" are handled by ourselves, 
and do not require membership of any legal body.

The end result in terms of self-administration is not that much different from 
Matthew's proposal. The legal construct, however, is very much different.


Opinions? Additions? Flames?

Cheers, Andreas


-- 
Andreas K. Hüttel
dilfridge@gentoo.org
Gentoo Linux developer (council, perl, libreoffice)

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