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

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

[Matthew Thode]

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Merging Trustees and Council / Developers and Foundation

First, let me state that this is a generic solution right now so as to
remain flexible to any needed changes, details still need to be ironed out.

Second, this is a request for comment.  I'd appreciate it if you either
replied via email, replied via irc or replied via the comment on the
gdocs link below.

Thanks for going over this (if you are going to read this).

====================

When the Foundation and subsequently the council were set up, both
bodies had common members despite their declared different purposes.
Over the years the common members have vanished.  Indeed, since 2008,
the Foundation bylaws have forbidden a single individual to serve on
council and as a trustee concurrently.
Thus the split in responsibilities identified when the foundation was
created has become more absolute.

This split is suboptimal for Gentoo (all of it).  There is a reason why
normal corporations are structured the way they are and Gentoo has not
been like that since 2004.
This proposal sets out a plan to revert to the normal corporate
structure that Gentoo enjoyed before the Foundation and Council were
created.

Right now this is a general plan for discussion, if we wish to go this
way details need to be hammered out.

Current situation, cause for change

Issues:
Foundation/Trustees exist to take away the burden of running Gentoo
financially, infrastructure and legally.  There is some crossover with
projects run under the Council though.  PR, Recruitment, Comrel and
Infrastructure exist under the Council, not Foundation.  Each of those
have implications for Legal reasons (mainly due to how their  actions
may expose Gentoo to legal conflict) and monetary reasons
(Infrastructure particularly).
What it means to ‘be’ Gentoo.  There’s the legal definition, meaning
only the Foundation members ‘are’ Gentoo (non-EU, ‘Gentoo eV’ exists
there).  There is also the reality of the developers actually being
Gentoo, as they do the work.  Problems occur when the membership of one
does something the other doesn’t like or thinks needs to stop (for
example, the Foundation forcibly removing all non-GPL software from the
tree would probably not go over well).

Possible Solution:
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.  I don’t think there will be
compulsory voting, I feel opt out is the best option here.
This draft of the proposal has nothing to say about the detail of the
formation of the ‘Board’, how many members it would have, nor how they
will be selected.

https://docs.google.com/document/d/10xzPUREMzZllT7dLs85JjMvlymEY9wWzYPRCnTZIsfI/edit?usp=sharing

-- 
Matthew Thode





-- 
Matthew Thode (prometheanfire)


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

[Michał Górny]

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On Thu, 5 Jan 2017 15:36:45 -0600
Matthew Thode <prometheanfire@gentoo.org> wrote:

> Possible Solution:
> 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).

Well, this kind of superficial description does not raise any immediate
concerns. However, the devil's in the detail, and if you really want
comments, you should start providing some.

As far as I understand, this would effectively require every developer
to be a member of the Foundation. I think that Foundation membership is
more legally binding than 'being a developer = having commit access'.

One thing I'm particular worried about is the potential of 'US
embargo'. What if a particular developer/recruit is/will not be legally
allowed to be a member of Gentoo Foundation?

-- 
Best regards,
Michał Górny
<http://dev.gentoo.org/~mgorny/>

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

[Kristian Fiskerstrand]

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On 01/05/2017 10:36 PM, Matthew Thode wrote:
> Merging Trustees and Council / Developers and Foundation
> 
> First, let me state that this is a generic solution right now so as to
> remain flexible to any needed changes, details still need to be ironed out.
> 
> Second, this is a request for comment.  I'd appreciate it if you either
> replied via email, replied via irc or replied via the comment on the
> gdocs link below.
> 
> Thanks for going over this (if you are going to read this).
> 
> ====================
> 
> When the Foundation and subsequently the council were set up, both
> bodies had common members despite their declared different purposes.
> Over the years the common members have vanished.  Indeed, since 2008,
> the Foundation bylaws have forbidden a single individual to serve on
> council and as a trustee concurrently.
> Thus the split in responsibilities identified when the foundation was
> created has become more absolute.

I've always believed Unix philosophy states that modularization is good?

> 
> This split is suboptimal for Gentoo (all of it).  There is a reason why
> normal corporations are structured the way they are and Gentoo has not
> been like that since 2004.
> This proposal sets out a plan to revert to the normal corporate
> structure that Gentoo enjoyed before the Foundation and Council were
> created.

Can you elaborate a bit more on why it is suboptimal? I see the text
below, but is it really sufficient description for a major change?


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


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

[Matthew Thode]

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On 01/05/2017 03:56 PM, Michał Górny wrote:
> 
> As far as I understand, this would effectively require every developer
> to be a member of the Foundation. I think that Foundation membership is
> more legally binding than 'being a developer = having commit access'.
> 
> One thing I'm particular worried about is the potential of 'US
> embargo'. What if a particular developer/recruit is/will not be legally
> allowed to be a member of Gentoo Foundation?
> 

I think that this brings us more in line with the legal realities of
running a distro like this.  We may want to be separate but don't think
that's actually the case.  So we should stop pretending we are separate.

-- 
Matthew Thode (prometheanfire)


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

[M. J. Everitt]

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On 05/01/17 21:56, Michał Górny wrote:
> One thing I'm particular worried about is the potential of 'US
> embargo'. What if a particular developer/recruit is/will not be legally
> allowed to be a member of Gentoo Foundation?
>
What have you done *now* Michal?! :P

But seriously, what impact does this have on  Gentoo "LLC" vs Gentoo eV
.. how do these organisations inter-relate?


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

[Matthew Thode]

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On 01/05/2017 03:57 PM, Kristian Fiskerstrand wrote:
> On 01/05/2017 10:36 PM, Matthew Thode wrote:
>> When the Foundation and subsequently the council were set up, both
>> bodies had common members despite their declared different purposes.
>> Over the years the common members have vanished.  Indeed, since 2008,
>> the Foundation bylaws have forbidden a single individual to serve on
>> council and as a trustee concurrently.
>> Thus the split in responsibilities identified when the foundation was
>> created has become more absolute.
> 
> I've always believed Unix philosophy states that modularization is good?
> 

I'm not saying we can't be modular, in fact I'd prefer that.  What I'm
advocating is switching from Gentoo having two alternate heads to having
one, with subcommittees (or whatever you want to call them) for each set
purpose.

>>
>> This split is suboptimal for Gentoo (all of it).  There is a reason why
>> normal corporations are structured the way they are and Gentoo has not
>> been like that since 2004.
>> This proposal sets out a plan to revert to the normal corporate
>> structure that Gentoo enjoyed before the Foundation and Council were
>> created.
> 
> Can you elaborate a bit more on why it is suboptimal? I see the text
> below, but is it really sufficient description for a major change?
> 
> 

Suboptimal for having different voting pools meaning possibly
conflicting goals.  There's also the denial of the technical side of
Gentoo still being under the legal side, even if we don't wish this to
be the case.  Keeping Gentoo self-aligned and self-consistent is the goal.


-- 
Matthew Thode (prometheanfire)


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

[Michał Górny]

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On Thu, 5 Jan 2017 16:02:57 -0600
Matthew Thode <prometheanfire@gentoo.org> wrote:

> On 01/05/2017 03:56 PM, Michał Górny wrote:
> > 
> > As far as I understand, this would effectively require every developer
> > to be a member of the Foundation. I think that Foundation membership is
> > more legally binding than 'being a developer = having commit access'.
> > 
> > One thing I'm particular worried about is the potential of 'US
> > embargo'. What if a particular developer/recruit is/will not be legally
> > allowed to be a member of Gentoo Foundation?
> >   
> 
> I think that this brings us more in line with the legal realities of
> running a distro like this.  We may want to be separate but don't think
> that's actually the case.  So we should stop pretending we are separate.

The reality is as people/committees perceive it. I can imagine quite
a distinction between 'working on an international project' and 'being
enlisted member of US organization'.

-- 
Best regards,
Michał Górny
<http://dev.gentoo.org/~mgorny/>

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

[William L. Thomson Jr.]

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On Thursday, January 5, 2017 10:56:49 PM EST Michał Górny wrote:
> 
> Well, this kind of superficial description does not raise any immediate
> concerns. However, the devil's in the detail, and if you really want
> comments, you should start providing some.

For such major changes it may not be practical to lay out all the details. Do 
politicians every lay out ever detail of their agenda? To an extent you need 
to trust the judgement of those elected. If they do not represent your 
interest and point of view, elect another or run yourself.

> As far as I understand, this would effectively require every developer
> to be a member of the Foundation. I think that Foundation membership is
> more legally binding than 'being a developer = having commit access'.

An indemnity clause or something to that effect should be suffice to transfer 
any and all liability from the individual to the Foundation. Which the 
Foundation is already liable for actions of developers, foundation member or 
not.

> One thing I'm particular worried about is the potential of 'US
> embargo'. What if a particular developer/recruit is/will not be legally
> allowed to be a member of Gentoo Foundation?

Interesting point, but I do not see that as being so much of an issue, even if 
from a "terrorist or hostile" state, or other bad actor. Given Gentoo is a 
FOSS project, and most if not all will be made public or could be upon 
request. I could see more legal liability to developers who can commit vs 
foundation member who can do what?

Unless Gentoo is allowing someone to do something nefarious and not 
transparently. I do not see this as being an issue. If you can create a 
Facebook, Twitter, and other accounts from other countries. Then membership in 
Gentoo should not be much of a deal. It is not like you get anything being a 
member at this time. If there was a majority in a hostile state, maybe.

Keep in mind the US is founded on freedom of speech. An open source project 
could be argued along the same lines as freedom of speech and expression. Not 
to mention an argument could be made for technical benefit of all, etc.

Unless you live in say Iran, or North Korea, I am not sure it is an issue for 
most. Quite many projects have members in other countries.

For example
https://www.firebirdsql.org/en/members/

Several are in Russia, and some in the US are not to happy with Russia :)

-- 
William L. Thomson Jr.

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

[Kristian Fiskerstrand]

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On 01/05/2017 11:10 PM, Matthew Thode wrote:
>>> This split is suboptimal for Gentoo (all of it).  There is a reason why
>>> normal corporations are structured the way they are and Gentoo has not
>>> been like that since 2004.
>>> This proposal sets out a plan to revert to the normal corporate
>>> structure that Gentoo enjoyed before the Foundation and Council were
>>> created.
>> Can you elaborate a bit more on why it is suboptimal? I see the text
>> below, but is it really sufficient description for a major change?
>>
>>
> Suboptimal for having different voting pools meaning possibly
> conflicting goals.  There's also the denial of the technical side of
> Gentoo still being under the legal side, even if we don't wish this to
> be the case.  Keeping Gentoo self-aligned and self-consistent is the goal.

I'd still prefer more details as to rationale

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


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

[William L. Thomson Jr.]

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On Thursday, January 5, 2017 11:14:03 PM EST Michał Górny wrote:
> On Thu, 5 Jan 2017 16:02:57 -0600
> 
> Matthew Thode <prometheanfire@gentoo.org> wrote:
> > On 01/05/2017 03:56 PM, Michał Górny wrote:
> > > As far as I understand, this would effectively require every developer
> > > to be a member of the Foundation. I think that Foundation membership is
> > > more legally binding than 'being a developer = having commit access'.
> > > 
> > > One thing I'm particular worried about is the potential of 'US
> > > embargo'. What if a particular developer/recruit is/will not be legally
> > > allowed to be a member of Gentoo Foundation?
> > 
> > I think that this brings us more in line with the legal realities of
> > running a distro like this.  We may want to be separate but don't think
> > that's actually the case.  So we should stop pretending we are separate.
> 
> The reality is as people/committees perceive it. I can imagine quite
> a distinction between 'working on an international project' and 'being
> enlisted member of US organization'.

Liability wise, working on the project makes you and the project more liable 
than being a member. Foundation members do not really bring any liability. 
Developers actions can cause liability. Liability comes from Developers not 
foundation members.

I am not sure foundation members could ever be liable for anything.

-- 
William L. Thomson Jr.

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

[Raymond Jennings]

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I personally oppose merging the foundation and dev community.

As someone else pointed out, there are ways to contribute to gentoo that do
not involve developing.

This in turn causes me to frown at the notion that a council elected only
by developers should control global issues that affect more than just
developers.

As I understand it, council is the final court of appeal for technical or
dev issues, and IMHO should remain that way.

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

[Rich Freeman]

On Thu, Jan 5, 2017 at 5:20 PM, Raymond Jennings <shentino@gmail.com> wrote:
> I personally oppose merging the foundation and dev community.
>
> As someone else pointed out, there are ways to contribute to gentoo that do
> not involve developing.

Developer = having an @gentoo.org email address.  People who are
significant contributors in any way should be able to apply to get
these, and the process already exists for this.

We used to make a distinction between "developers" and "staff."  Now
it seems the preferred terms are developers with and without commit
access.

-- 
Rich

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

[Raymond Jennings]

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So, just to double check, and for the purpose of verification, what is the
exact step by step method for becoming a "developer" of the kind that has a
@g.o, and not necessarily a developer with full commit access?

And more to the point, is current documentation on the subject accurate and
up to date?


On Thu, Jan 5, 2017 at 2:54 PM, Rich Freeman <rich0@gentoo.org> wrote:

> On Thu, Jan 5, 2017 at 5:20 PM, Raymond Jennings <shentino@gmail.com>
> wrote:
> > I personally oppose merging the foundation and dev community.
> >
> > As someone else pointed out, there are ways to contribute to gentoo that
> do
> > not involve developing.
>
> Developer = having an @gentoo.org email address.  People who are
> significant contributors in any way should be able to apply to get
> these, and the process already exists for this.
>
> We used to make a distinction between "developers" and "staff."  Now
> it seems the preferred terms are developers with and without commit
> access.
>
> --
> Rich
>
>

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

[David Abbott]

On Thu, Jan 5, 2017 at 6:03 PM, Raymond Jennings <shentino@gmail.com> wrote:
> So, just to double check, and for the purpose of verification, what is the
> exact step by step method for becoming a "developer" of the kind that has a
> @g.o, and not necessarily a developer with full commit access?
>
> And more to the point, is current documentation on the subject accurate and
> up to date?
[see below]
>
>
> On Thu, Jan 5, 2017 at 2:54 PM, Rich Freeman <rich0@gentoo.org> wrote:
>>
>> On Thu, Jan 5, 2017 at 5:20 PM, Raymond Jennings <shentino@gmail.com>
>> wrote:
>> > I personally oppose merging the foundation and dev community.
>> >
>> > As someone else pointed out, there are ways to contribute to gentoo that
>> > do
>> > not involve developing.
>>
>> Developer = having an @gentoo.org email address.  People who are
>> significant contributors in any way should be able to apply to get
>> these, and the process already exists for this.
>>
>> We used to make a distinction between "developers" and "staff."  Now
>> it seems the preferred terms are developers with and without commit
>> access.
>>
>> --
>> Rich
>>
>

Raymond,
Try not to top post.

First you need a mentor to become a developer, with or without commit access.
This seems pretty up to date;
https://wiki.gentoo.org/wiki/Project:Recruiters/Quiz#Quiz_selection_2

-- 
David Abbott (dabbott)
Gentoo Foundation Secretary
http://dev.gentoo.org/~dabbott/

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

[Alec Warner]

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On Thu, Jan 5, 2017 at 1:56 PM, Michał Górny <mgorny@gentoo.org> wrote:

> On Thu, 5 Jan 2017 15:36:45 -0600
> Matthew Thode <prometheanfire@gentoo.org> wrote:
>
> > Possible Solution:
> > 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).
>
> Well, this kind of superficial description does not raise any immediate
> concerns. However, the devil's in the detail, and if you really want
> comments, you should start providing some.
>
> As far as I understand, this would effectively require every developer
> to be a member of the Foundation. I think that Foundation membership is
> more legally binding than 'being a developer = having commit access'.
>
> One thing I'm particular worried about is the potential of 'US
> embargo'. What if a particular developer/recruit is/will not be legally
> allowed to be a member of Gentoo Foundation?
>

My general assertion here is that:

1) If the foundation is prevented legally from accepting a member due to
their country of origin, its also probable that the foundation is unable to
accept any contributions from said member for similar reasons.

2) If the foundation is able to legally accept a member due to their
country of origin, its probable that the foundation is able to accept their
contributions.

I suspect that the gap where the foundation cannot legally accept a member,
but somehow it can accept their contributions) is not noteworthy.

-A



> --
> Best regards,
> Michał Górny
> <http://dev.gentoo.org/~mgorny/>
>

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

[Rich Freeman]

On Thu, Jan 5, 2017 at 7:41 PM, Alec Warner <antarus@gentoo.org> wrote:
>
> My general assertion here is that:
>
> 1) If the foundation is prevented legally from accepting a member due to
> their country of origin, its also probable that the foundation is unable to
> accept any contributions from said member for similar reasons.
>
> 2) If the foundation is able to legally accept a member due to their country
> of origin, its probable that the foundation is able to accept their
> contributions.
>
> I suspect that the gap where the foundation cannot legally accept a member,
> but somehow it can accept their contributions) is not noteworthy.
>

I tend to agree. The other good news here is that US embargoes have
been dwindling of late.  Iran and Cuba were the really big ones in the
past, and both of those are on their way out.  However, this is one of
the downsides to having your sole legal existence in the US.  I'm not
sure to what extent having independent orgs in multiple countries
helps here.

-- 
Rich

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

[Andreas K. Huettel]

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Am Donnerstag, 5. Januar 2017, 22:56:49 CET schrieb Michał Górny:
> 
> One thing I'm particular worried about is the potential of 'US
> embargo'. What if a particular developer/recruit is/will not be legally
> allowed to be a member of Gentoo Foundation?

The US embargo issue already exists now (via allowing access to Foundation-
owned infrastructure).

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

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

[Andreas K. Huettel]

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Am Donnerstag, 5. Januar 2017, 16:02:57 CET schrieb Matthew Thode:
> 
> I think that this brings us more in line with the legal realities of
> running a distro like this.  We may want to be separate but don't think
> that's actually the case.  So we should stop pretending we are separate.

Well, that would probably merit looking around how other distros are working. 

Without doing any detailed research, I'd say
* OpenSuSE, Fedora: "community branch" of a commercial enterprise
* Debian, Arch: via umbrella company (SPI)

So none of these uses the suggested model.

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

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

[Andreas K. Huettel]

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Am Donnerstag, 5. Januar 2017, 17:14:51 CET schrieb William L. Thomson Jr.:

> Keep in mind the US is founded on freedom of speech. An open source project
> could be argued along the same lines as freedom of speech and expression.
> Not to mention an argument could be made for technical benefit of all, etc.
> 

As someone routinely dealing (outside Gentoo) with technology that falls under 
US export control, I can assure you that freedom of speech has absolutely 
nothing to do with this topic.

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

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

[Andreas K. Huettel]

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

[Rich Freeman]

On Fri, Jan 6, 2017 at 7:10 AM, Andreas K. Huettel <dilfridge@gentoo.org> wrote:
>
> * 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.
>

Being a "member" of the Foundation is like holding stock in a US
corporation.  It gives you partial ownership in a sense of the
Foundation (though especially if we become 501c-whatever that
ownership is somewhat limited), and it gives you the right to vote on
its affairs.  Since we're non-profit you don't get the benefit of
dividends.

Generally speaking under US law people who are merely shareholders in
an organization are greatly shielded from liability.  There are some
exceptions but I don't think they'd ever apply to an organization of
our size, maybe if we had 3 members and they were constantly colluding
to do something illegal it would be different.  In a company where you
can own multiple shares there are also some rules that apply to people
who own a large portion of the total ownership, but that also will
never apply here since Foundation members are all equal.

So, while I can't speak for the laws of every country out there, if
you can legally own shares of a US stock, you can probably be a member
of the Foundation without any concerns.  Disclaimer: I am not a lawyer
and contrary opinions are welcome.

I would note that I don't think developers should be /required/ to be
members so much as that they are able to be members on request, and
that people who cease to be devs also cease to be Foundation members.
That effectively makes the voting constituency the same even if in
practice not everybody votes.  If the Council/Trustees are merged then
choosing not to be a member effectively means you're not voting at
all, but I don't see a problem with that since devs aren't required to
vote today.

>
> * 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".]

So, the stuff I wrote above applies to members, and not the board.
Under US law the board of a company does have responsibility to run it
properly.  If they're really negligent they could be subject to US
criminal law, and if they don't govern the Foundation well they could
also be civilly liable to its members (yes, members of the Foundation
can sue the Trustees for not doing a good enough job under US law,
though most like the Foundation would end up paying the bills up to a
point).  To the extent that they're doing their job they're not liable
for stuff the Foundation does, so if Gentoo ends up in some copyright
dispute and loses it is the Foundation that would pay the bills, and
not the Trustees.  Of course, if the reason it lost was because we had
a lousy copyright policy some members could try to sue the Trustees
personally to get some of that money back for the Foundation (err,
guess I should get that policy done).

You didn't mention officers, but they can also have responsibilities.
If they're really negligent they could be criminally liable, and if
they do stuff like embezzle they could be civilly liable to the
Foundation.  While our officers aren't employees you could look at
their responsibilities a bit like that.  Of course, the fact that they
aren't paid by the Foundation and professionals in the field would
probably greatly aid them in their defense, since it is a bit hard for
the board to sue a volunteer treasurer for negligence when they're the
ones who decided not to hire a CPA.

And as you point out it is common for companies to require disclosure
of board memberships by its employees, or advance permission.  Usually
this is only an issue if there is a conflict of interest of some kind.
If you were a manager at a company like Google there would probably be
more concerns than if you were a manager at a company like DHL.

>
> * 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).

I think it is worth implementing this concurrently with a full vote
for all seats so that there is a fresh mandate.  We haven't decided
how many seats/etc there should be.  It really doesn't matter if you
see this as being the "new council" or the "new trustees" - whatever
we call it the new board inherits the responsibilities of both, and
anybody in either set of roles today (or somebody new entirely) could
end up on it.

I only mention this because I have seen some debate about which board
is more fit to do this or that.  If there is a fresh election it is a
moot point because people can look at the new list of responsibilities
and vote for whoever they think will handle it best.

>
> * 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.
>

++ in general.  As with any project at times the Foundation has had
its ups and downs, and real-world governments don't really make
allowances for that.

If for a moment there is a lull in Foundation interest then an
umbrella org can make sure the bills get paid and the filings get done
and the books are always in order, and maybe that is the full extent
of Foundation activity.  If at other times there is a lot of interest
in activity then that interest can be focused on growing the
Foundation and doing interesting things with our money, while the
baseline activities continue to have professional oversight.

It basically frees Gentoo volunteers to focus more on things like
organizing an annual dev conference and less on filing 990s.  You
can't do the former unless the latter is in order, and people are
going to be a LOT more willing to sponsor stuff if we have a fairly
solid compliance posture financially.

> 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.

++

Either way we have a central governance.  This model also extends well
if we want to have similar legal entities in other countries (assuming
there is some advantage to doing so).  You could have a project to
manage this stuff, and sub-projects per country.  However, it is
important to maintain one overall governing board on top of everything
so that we don't run into conflicts.  We don't want our non-profit
that runs booths in Japan fighting with our non-profit that runs
booths in India/etc.

Again, that all depends on whether we really benefit from foreign
incorporations.  The administrative burden goes away with the umbrella
org, but there might or might not be other benefits, and I don't think
those are really the focus here but I think this is a model that could
scale out well.

-- 
Rich

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

[William L. Thomson Jr.]

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On Friday, January 6, 2017 11:48:57 AM EST Andreas K. Huettel wrote:
> Am Donnerstag, 5. Januar 2017, 17:14:51 CET schrieb William L. Thomson Jr.:
> > Keep in mind the US is founded on freedom of speech. An open source
> > project
> > could be argued along the same lines as freedom of speech and expression.
> > Not to mention an argument could be made for technical benefit of all,
> > etc.
> 
> As someone routinely dealing (outside Gentoo) with technology that falls
> under US export control, I can assure you that freedom of speech has
> absolutely nothing to do with this topic.

Closed or open source software?

Most any restricted under export tends to be closed source. The US supreme 
court has already ruled on this matter regarding open source.

https://en.wikipedia.org/wiki/Bernstein_v._United_States

"After four years and one regulatory change, the Ninth Circuit Court of 
Appeals ruled that software source code was speech protected by the First 
Amendment and that the government's regulations preventing its publication 
were unconstitutional."

https://epic.org/crypto/export_controls/bernstein_decision_9_cir.html

This was established in 1999. I love how non-US citizens like to tell US 
citizens about US Laws. It is very rare that supreme court rulings are 
overturned. To my knowledge this stands to this day. Any case brought to any 
court would defer to that case for precedence.

Now specific to Andreas being a nuclear researcher it is possible being in a 
sensitive field that there are further restrictions. Given the uses of nuclear 
technology and potential harm even for power generation. It would make sense 
for there to be restrictions. While Germany is an ally, there are export 
restrictions there, etc. Though none of that would apply to open source 
software, and you have the right to release source code, and it is protected 
under free speech.

-- 
William L. Thomson Jr.

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

[William L. Thomson Jr.]

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On Friday, January 6, 2017 11:43:05 AM EST Andreas K. Huettel wrote:
> Am Donnerstag, 5. Januar 2017, 16:02:57 CET schrieb Matthew Thode:
> > I think that this brings us more in line with the legal realities of
> > running a distro like this.  We may want to be separate but don't think
> > that's actually the case.  So we should stop pretending we are separate.
> 
> Well, that would probably merit looking around how other distros are
> working.
> 
> Without doing any detailed research, I'd say

Some of us have done extensive research on this topic. Starting back in 
2007-08. There are lots of examples out there. Not to mention aware of the 
legalities and what it will take to accomplish aspects.

Since I get no credit for it I mention it routinely. Fact is I did get the 
Foundation reinstated, a bank account, and revised draft by laws so they were 
adopted. That is tremendously more than most anyone else has done, short of 
Robin/robbat2 reconciling the books. Annual filings with NM is minor once 
reinstated. But filings with the IRS were never done, and that is being worked 
on now.

Fact is I did more for the Foundation on major legal matters than anyone else 
before or since. Short of Daniel doing the initial foundation filing. Pretty 
sad I was not able to do more, driven away. Much less how I am still treated 
and seen. Pretty disrespectful all around, on top of no credit or thanks for 
such tasks. Which were not trivial, and no one else ever stepped up.

> * OpenSuSE, Fedora: "community branch" of a commercial enterprise
> * Debian, Arch: via umbrella company (SPI)

While the SPI has many benefits one major draw back that does not work for many 
is having a SINGLE liaison. You can look in -nfp archives from 2007-08 on SPI. 
There were discussions. The having a SINGLE liaison and no options for more 
had opposition. Plus there can be other negatives, have to weigh the pros and 
cons.

There are many more that are not under organizations like the SPI. The larger 
ones with corporate involvement tend to be run directly. Running things 
directly has some benefits as well. Gentoo could have a mix of paid and 
volunteer staff just like many non profit organizations, including FreeBSD and 
others.

I have long felt there are areas of Gentoo that could really benefit from paid 
effort. Things like a news letter. I am not talking full time or major pay. 
Just some compensation to make efforts worth while, and help motivate for more 
chore type tasks that are beneficial.

I think everyone liked the Gentoo Weekly and then Monthly news letters.

Also keep in mind in saying such. I have no intention to pay myself and I 
never did. I removed provisions from the draft by laws that allowed Trustees 
to pay themselves. Thus any pay would be more for "staff" type positions.

-- 
William L. Thomson Jr.

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

[William L. Thomson Jr.]

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On Friday, January 6, 2017 10:15:27 AM EST William L. Thomson Jr. wrote:
> On Friday, January 6, 2017 11:48:57 AM EST Andreas K. Huettel wrote:
> > Am Donnerstag, 5. Januar 2017, 17:14:51 CET schrieb William L. Thomson 
Jr.:
> > > Keep in mind the US is founded on freedom of speech. An open source
> > > project
> > > could be argued along the same lines as freedom of speech and
> > > expression.
> > > Not to mention an argument could be made for technical benefit of all,
> > > etc.
> > 
> > As someone routinely dealing (outside Gentoo) with technology that falls
> > under US export control, I can assure you that freedom of speech has
> > absolutely nothing to do with this topic.
> 
> Closed or open source software?
> 
> Most any restricted under export tends to be closed source. The US supreme
> court has already ruled on this matter regarding open source.

Correction Federal Appellate court.  A step or two below the Supreme court, 
but not something that is likely to be overturned either way.

-- 
William L. Thomson Jr.

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

[William L. Thomson Jr.]

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On Friday, January 6, 2017 11:40:56 AM EST Andreas K. Huettel wrote:
> Am Donnerstag, 5. Januar 2017, 22:56:49 CET schrieb Michał Górny:
> > One thing I'm particular worried about is the potential of 'US
> > embargo'. What if a particular developer/recruit is/will not be legally
> > allowed to be a member of Gentoo Foundation?
> 
> The US embargo issue already exists now (via allowing access to Foundation-
> owned infrastructure).

Can you provide any specific details?
What infrastructure cannot be accessed or is restricted?
Is this something outside legal counsel has advised on?

-- 
William L. Thomson Jr.

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

[William L. Thomson Jr.]

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On Friday, January 6, 2017 1:10:48 PM EST Andreas K. Huettel wrote:
> 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.

One difference is Trustees handle the legal liability. It is possible council 
could make a decision that would make Gentoo liable. In that event, the 
Trustees doing their job of protecting Gentoo. Would be acting in Gentoo's 
best interest to avoid such potential liability.

There are lots of frivolous law suits in the US. Many times because 
individuals suing organizations are not seen as equal. Organizations can lose 
more than individuals. As in someone suing Gentoo has a greater chance of 
winning, then say Gentoo suing that same person.

Even if the person has no case, a law suit can bog things down and it is 
something Gentoo or any organization would want to avoid at all costs.

> 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".

Foundation membership was not directly tied to Developer status. Say you 
retired, should all your previous efforts become negated? There are provisions 
in the by laws to extend foundation membership as long as interest remains.

https://wiki.gentoo.org/wiki/
Foundation:Bylaws#Section_4.4._Continuation_of_Membership

I seem to recall provisions that if someone failed to vote a few times they 
would lose membership. But I am not seeing where you can lose membership short 
of a request. Seems foundation membership is permanent unless requested 
removal.

>
> 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.

US tends to be the most free and open. Most FOSS projects with a structure are 
in the US. The SPI is in the US.

Not saying there is interest, but if Gentoo was say moved to another country. 
That may further fall under export restrictions even for an open entity. 
Assets would have to be transferred etc.

> * 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.

This is very valid, and there might be further restrictions as to who can 
serve on the board. Depending on what country they reside.

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

Likely need different levels of membership that include the community, Gentoo 
staff, and also corporations. If companies can play a role in Gentoo, they may 
provide additional funds, etc.
 
> * 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.

That does not change the US legal issues. The SPI is not a legal body, they 
use the SLFC. Also in the US, as is the EFF.

> * Dissolve the Gentoo Foundation.

Good luck, though what many do not seem to realize is the Gentoo Foundation 
does not really legally exist now.

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

If no foundation, no trustees. No copyright and other legal protection as no 
entity owns the rights to such. Meaning anyone can have their own Gentoo and 
who could say who is allowed to use that name, logo, etc. Who owns the IP etc.

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

Most companies do not have 1 entity. They have a board, officers, etc.

> * The part of Gentoo where mistakes are fatal (IRS filings, corporate
> status, trademarks, financial statements) is handled by professionals (or
> not relevant anymore).

I do not think you fully understand what you are speaking about. There is no 
avoiding some of the legalities. Any project faces the same, why many go to 
the SPI to not deal with it, but comply with requirements.

> [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.]

Really then why am I treated how I am? Robin is doing minor things compared to 
what I have done. Robin also not being a US citizen will have issues and be a 
bit harder to do something things that are easier done from within.

This fell to him, because Gentoo drove others with such abilities away. No one 
else stepped up so Robin is now. But the mess is pretty serious and goes back 
to 2004.

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

The board does have legal status. The council and any other body has no legal 
status.

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

Again you have to have something legal to protect the name and other IP. There 
is no getting around that period.

There was a reason Daniel Robbins created the foundation when he was leaving 
Gentoo. He changed the structure, transferred assets, and was the only one 
doing things the right way legally.

If nothing else, Gentoo could really use Daniel as a steward for the 
Foundation. Gentoo's registered agent is Daniels attorney. Daniel lives in New 
Mexico. A few things that make him ideal to be involved. Any reasoning to keep 
him out makes no sense from that perspective. Unless there is another dev who 
could be a trustee residing in New Mexico. Maybe an officer.

-- 
William L. Thomson Jr.

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

[William L. Thomson Jr.]

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On Friday, January 6, 2017 9:47:59 AM EST Rich Freeman wrote:
>
> I think it is worth implementing this concurrently with a full vote
> for all seats so that there is a fresh mandate.  We haven't decided
> how many seats/etc there should be.  It really doesn't matter if you
> see this as being the "new council" or the "new trustees" - whatever
> we call it the new board inherits the responsibilities of both, and
> anybody in either set of roles today (or somebody new entirely) could
> end up on it.

The trustees and council do not have to change at all to unify. All that has 
to happen to unify is clarify the mandate of each. What the foundation is 
responsible for and council. Its mostly already clarified now.

The change is really just getting the concept of foundation separate from 
council out of peoples thought process. For people to see Gentoo as one, with 
the council being under the Foundation. The council running the project 
technically.

Think of the Council as the CTO.

> I only mention this because I have seen some debate about which board
> is more fit to do this or that.  If there is a fresh election it is a
> moot point because people can look at the new list of responsibilities
> and vote for whoever they think will handle it best.

I do not think it requires a new election, changing numbers of trustees or 
council members. It is more a logical change than anything. Everyone agree the 
council and foundation are one, and trustees are over the council, legally not 
technically.

It could even be in the by laws the council has the final say on any and all 
technical matters. I am shocked the by laws have never been revised since my 
efforts. My name still remains on them :( That should at minimum be updated 
any time trustees change, and refile updated by laws with New Mexico.

> If for a moment there is a lull in Foundation interest then an
> umbrella org can make sure the bills get paid and the filings get done
> and the books are always in order, and maybe that is the full extent
> of Foundation activity.  If at other times there is a lot of interest
> in activity then that interest can be focused on growing the
> Foundation and doing interesting things with our money, while the
> baseline activities continue to have professional oversight.

Using a umbrella org comes with cons not just pros. There is a reason this was 
not done back in 07-08. I do not think much that was discussed has changed. I 
can see pros and cons. But I believe there were more cons brought up by 
others, which I do agree with. All in -nfp archives just search using SPI on 
marc.info or gmane.
 
> It basically frees Gentoo volunteers to focus more on things like
> organizing an annual dev conference and less on filing 990s.  You
> can't do the former unless the latter is in order, and people are
> going to be a LOT more willing to sponsor stuff if we have a fairly
> solid compliance posture financially.

Yes and no, corporations do not support entities under umbrella organizations 
the same as ones who have their own foundation and such. Don't take my word, 
research it, and you will likely come to the same conclusion.

> > 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.
> ++
> 
> Either way we have a central governance.  This model also extends well
> if we want to have similar legal entities in other countries (assuming
> there is some advantage to doing so).  You could have a project to
> manage this stuff, and sub-projects per country.  

There was at least one other legal Gentoo entity in the past in another 
country. I cannot recall more than that.

-- 
William L. Thomson Jr.

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

[Rich Freeman]

On Fri, Jan 6, 2017 at 10:57 AM, William L. Thomson Jr.
<wlt-ml@o-sinc.com> wrote:
> On Friday, January 6, 2017 1:10:48 PM EST Andreas K. Huettel wrote:
>
>> * The electorate lists for the "council" or "board" are handled by
>> ourselves, and do not require membership of any legal body.
>
> Again you have to have something legal to protect the name and other IP. There
> is no getting around that period.
>

I think the thing you missed in this and most of your other replies to
his email is that this would be the results of dissolving the
Foundation and transferring its assets to SPI or a similar
organization.

To avoid a second email, the issue of the single liaison may have been
resolved by Debian, and we would need to follow-up to confirm.

-- 
Rich

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

[William L. Thomson Jr.]

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On Friday, January 6, 2017 11:24:15 AM EST Rich Freeman wrote:
> On Fri, Jan 6, 2017 at 10:57 AM, William L. Thomson Jr.
> 
> <wlt-ml@o-sinc.com> wrote:
> > On Friday, January 6, 2017 1:10:48 PM EST Andreas K. Huettel wrote:
> >> * The electorate lists for the "council" or "board" are handled by
> >> ourselves, and do not require membership of any legal body.
> > 
> > Again you have to have something legal to protect the name and other IP.
> > There is no getting around that period.
> 
> I think the thing you missed in this and most of your other replies to
> his email is that this would be the results of dissolving the
> Foundation and transferring its assets to SPI or a similar
> organization.

I think you all are missing my experience and research into this matter.
Again go look into -nfp archives. You will find a pretty in depth discussion 
with lots of details you all are seeking to revisit. Learn from the past or 
repeat your choice.

> To avoid a second email, the issue of the single liaison may have been
> resolved by Debian, and we would need to follow-up to confirm.

I spoke with the SPI as a trustee before... Has anyone else discussing this?

They have a single liason. This is the SPI's model and it is not subject to 
change.
http://www.spi-inc.org/projects/debian/

Look at any project, click on them, 1 liason.
http://www.spi-inc.org/projects/

At best you can have a backup, but that comes with its own issues
http://www.spi-inc.org/projects/aptosid/

One thing you also are all not realizing. You apply for the SPI and must be 
accepted. It is not a guarantee. Gentoo would need a backup plan if it was not 
accepted. Given the issues with the IRS I am not sure if Gentoo would be 
approved. They would have tremendous work potentially. It is not like the 
house is in order and asking them to simply take over.

Also the SPI encourages members of said project to join their organization and 
take part in SPI governance. Which people object to doing such with the 
Foundation now, and that will not make that problem any better.

People seriously do not understand the scope or details.

-- 
William L. Thomson Jr.

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

[Rich Freeman]

On Fri, Jan 6, 2017 at 11:41 AM, William L. Thomson Jr.
<wlt-ml@o-sinc.com> wrote:
> On Friday, January 6, 2017 11:24:15 AM EST Rich Freeman wrote:
>> On Fri, Jan 6, 2017 at 10:57 AM, William L. Thomson Jr.
>>
>> <wlt-ml@o-sinc.com> wrote:
>> > On Friday, January 6, 2017 1:10:48 PM EST Andreas K. Huettel wrote:
>> >> * The electorate lists for the "council" or "board" are handled by
>> >> ourselves, and do not require membership of any legal body.
>> >
>> > Again you have to have something legal to protect the name and other IP.
>> > There is no getting around that period.
>>
>> I think the thing you missed in this and most of your other replies to
>> his email is that this would be the results of dissolving the
>> Foundation and transferring its assets to SPI or a similar
>> organization.
>
> I think you all are missing my experience and research into this matter.
> Again go look into -nfp archives. You will find a pretty in depth discussion
> with lots of details you all are seeking to revisit. Learn from the past or
> repeat your choice.

I'm well-aware.  When I was a Trustee it was one of the topics being
tossed around.

>
>> To avoid a second email, the issue of the single liaison may have been
>> resolved by Debian, and we would need to follow-up to confirm.
>
> I spoke with the SPI as a trustee before... Has anyone else discussing this?
>

Obviously it would need to be discussed with them.

>
> One thing you also are all not realizing.

Not saying everything you know in an email is not the same as not
realizing.  It is called brevity.

> You apply for the SPI and must be
> accepted. It is not a guarantee. Gentoo would need a backup plan if it was not
> accepted. Given the issues with the IRS I am not sure if Gentoo would be
> approved. They would have tremendous work potentially. It is not like the
> house is in order and asking them to simply take over.

I'm sure this stuff would need to be cleaned up if we turned it over.
Presumably we'd do that once a path forward is agreed upon, perhaps
with professional help assuming it could be afforded.

Doing a one-time cleanup is a different project than establishing an
organization that can run itself indefinitely.  Each has its pros and
cons.

-- 
Rich

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

[William L. Thomson Jr.]

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On Friday, January 6, 2017 11:51:35 AM EST Rich Freeman wrote:
>
> > I think you all are missing my experience and research into this matter.
> > Again go look into -nfp archives. You will find a pretty in depth
> > discussion with lots of details you all are seeking to revisit. Learn
> > from the past or repeat your choice.
> 
> I'm well-aware.  When I was a Trustee it was one of the topics being
> tossed around.

It comes up, yet the are reasons why things have not been handed over or even 
an application to the SPI. It is not really beneficial to keep repeating the 
same topic. At some point a decision needs to be made to pursue that path or 
rule it out indefinitely. It detracts from thinking of alternatives.

> Not saying everything you know in an email is not the same as not
> realizing.  It is called brevity.

It is hard to be brief on some matters as you know :)
 
-- 
William L. Thomson Jr.

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

[Andreas K. Huettel]

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Am Freitag, 6. Januar 2017, 10:57:49 CET schrieb William L. Thomson Jr.:
> 
> > 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.
> 
> US tends to be the most free and open. Most FOSS projects with a structure
> are in the US. The SPI is in the US.
> 
> Not saying there is interest, but if Gentoo was say moved to another
> country. That may further fall under export restrictions even for an open
> entity. Assets would have to be transferred etc.
> 

That's not what I mean. 

Assume it becomes illegal in a third country to be member of a US-based 
foundation. What then?

Also we're not only speaking about illegal versus legal here.

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

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

[Matthew Thode]

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On 01/06/2017 11:13 AM, Andreas K. Huettel wrote:
> Am Freitag, 6. Januar 2017, 10:57:49 CET schrieb William L. Thomson Jr.:
>>
>>> 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.
>>
>> US tends to be the most free and open. Most FOSS projects with a structure
>> are in the US. The SPI is in the US.
>>
>> Not saying there is interest, but if Gentoo was say moved to another
>> country. That may further fall under export restrictions even for an open
>> entity. Assets would have to be transferred etc.
>>
> 
> That's not what I mean. 
> 
> Assume it becomes illegal in a third country to be member of a US-based 
> foundation. What then?
> 
> Also we're not only speaking about illegal versus legal here.
> 
re-incorporation somewhere else?  I think that is worrying about
something very unlikely though.

-- 
Matthew Thode (prometheanfire)


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

[Alec Warner]

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On Fri, Jan 6, 2017 at 9:13 AM, Andreas K. Huettel <dilfridge@gentoo.org>
wrote:

> Am Freitag, 6. Januar 2017, 10:57:49 CET schrieb William L. Thomson Jr.:
> >
> > > 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.
> >
> > US tends to be the most free and open. Most FOSS projects with a
> structure
> > are in the US. The SPI is in the US.
> >
> > Not saying there is interest, but if Gentoo was say moved to another
> > country. That may further fall under export restrictions even for an open
> > entity. Assets would have to be transferred etc.
> >
>
> That's not what I mean.
>
> Assume it becomes illegal in a third country to be member of a US-based
> foundation. What then?
>

I don't wish to speculate on the legalities for each person, so to simplify
I equate "One cannot legally join the foundation" and "One does not want to
join a US based foundation." I think nominally I want to avoid the
hypothetical case. So either we have people who are unable to join a US
based foundation (either out of legal risk, or personal preference). How do
we support this use case?

We could work with Gentoo E.V to perhaps make them a Gentoo E.V. member
(more palatable or legally viable).
We could form another corporation.
Something else.

Without more specific detail of the objections its hard to say. I think if
sufficient pressure was made to supporting this use case we could support
it though.

-A

>
> Also we're not only speaking about illegal versus legal here.
>
> --
> Andreas K. Hüttel
> dilfridge@gentoo.org
> Gentoo Linux developer (council, perl, libreoffice)
>

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

[Raymond Jennings]

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Do what international companies do.

Foreign subsidiaries or partnerships!

I mean, if it becomes necessary can't there just be foundations
incorporated under foreign laws, but still share the Gentoo mission?

If someone cannot legally interact with the US foundation, but maybe they
could with a foundation incorporated in their country?

And then the various foundations just keep each other informed and stuff?

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

[William L. Thomson Jr.]

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On Friday, January 6, 2017 9:26:50 AM EST Alec Warner wrote:
> 
> I don't wish to speculate on the legalities for each person, so to simplify
> I equate "One cannot legally join the foundation" and "One does not want to
> join a US based foundation." I think nominally I want to avoid the
> hypothetical case. So either we have people who are unable to join a US
> based foundation (either out of legal risk, or personal preference). How do
> we support this use case?

I do not think there is any difference between being a member or a developer. 
If you cannot legally be a member, you likely cannot legally be a developer. I 
can see US courts being more concerned with committers than members. Members 
can only can vote, maybe sue the foundation though any individual could as 
well. Committers can do far worse, malicious commit, etc.

A simple opt out of foundation membership should suffice in both cases. Auto 
add, but allow for exclusion. Maybe a form saying they know they are waiving 
their right to vote for choice. I am not sure the not legally able to be a 
member is really an issues as it would more pertain to developers and staff.

-- 
William L. Thomson Jr.

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

[Rich Freeman]

On Fri, Jan 6, 2017 at 12:37 PM, Raymond Jennings <shentino@gmail.com> wrote:
> Do what international companies do.
>
> Foreign subsidiaries or partnerships!
>
> I mean, if it becomes necessary can't there just be foundations incorporated
> under foreign laws, but still share the Gentoo mission?
>
> If someone cannot legally interact with the US foundation, but maybe they
> could with a foundation incorporated in their country?
>
> And then the various foundations just keep each other informed and stuff?

It depends on how this is legally structured, but I'm not convinced
that this actually does anything than make everybody subject to
everybody else's laws.

Certainly if the foreign organizations are subsidiaries of the US
organization they would be effectively subject to US law in addition
to their local laws.

If the NSA wants access to Google UK's servers they don't send a
letter to Google UK, they send a letter to the US corporation.  If
France wants something removed from Google they don't send a letter to
the US Google, they send a letter to Google France.  Either way if
Google doesn't comply they end up losing a lot of money.

You can draw up all the fancy org structures on paper that you want
to, but in the end if you exist in a country the country will expect
you to comply.  Even if you don't exist in a country they can take
steps to make anything you do in that country difficult.  No matter
how you intend it to work, governments are going to tend to look at
commits to a Gentoo repo as being works done on behalf of the legal
entity in that particular country.

When international companies for subsidiaries it isn't for the purpose
of avoiding compliance with laws that their parent company is subject
to.  Sometimes there can be creative ways to avoid taxes (not an issue
for us), but for the most part it is about facilitating operations
within particular countries, like hiring employees, or owning
property, or importing/exporting, or obtaining regulatory
approvals/etc.

Really the only way to avoid US law is to have no legal presence or
property in the US.  It should also be noted that the few areas where
US law might make it difficult for somebody to contribute probably
also are concerns in a lot of countries.

-- 
Rich

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

[Raymond Jennings]

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Well we don't have to officially affiliate with each other.

Since all the ebuilds and whatnot are under the GPL we could just copy each
other anyway.

On Fri, Jan 6, 2017 at 10:15 AM, Rich Freeman <rich0@gentoo.org> wrote:

> On Fri, Jan 6, 2017 at 12:37 PM, Raymond Jennings <shentino@gmail.com>
> wrote:
> > Do what international companies do.
> >
> > Foreign subsidiaries or partnerships!
> >
> > I mean, if it becomes necessary can't there just be foundations
> incorporated
> > under foreign laws, but still share the Gentoo mission?
> >
> > If someone cannot legally interact with the US foundation, but maybe they
> > could with a foundation incorporated in their country?
> >
> > And then the various foundations just keep each other informed and stuff?
>
> It depends on how this is legally structured, but I'm not convinced
> that this actually does anything than make everybody subject to
> everybody else's laws.
>
> Certainly if the foreign organizations are subsidiaries of the US
> organization they would be effectively subject to US law in addition
> to their local laws.
>
> If the NSA wants access to Google UK's servers they don't send a
> letter to Google UK, they send a letter to the US corporation.  If
> France wants something removed from Google they don't send a letter to
> the US Google, they send a letter to Google France.  Either way if
> Google doesn't comply they end up losing a lot of money.
>
> You can draw up all the fancy org structures on paper that you want
> to, but in the end if you exist in a country the country will expect
> you to comply.  Even if you don't exist in a country they can take
> steps to make anything you do in that country difficult.  No matter
> how you intend it to work, governments are going to tend to look at
> commits to a Gentoo repo as being works done on behalf of the legal
> entity in that particular country.
>
> When international companies for subsidiaries it isn't for the purpose
> of avoiding compliance with laws that their parent company is subject
> to.  Sometimes there can be creative ways to avoid taxes (not an issue
> for us), but for the most part it is about facilitating operations
> within particular countries, like hiring employees, or owning
> property, or importing/exporting, or obtaining regulatory
> approvals/etc.
>
> Really the only way to avoid US law is to have no legal presence or
> property in the US.  It should also be noted that the few areas where
> US law might make it difficult for somebody to contribute probably
> also are concerns in a lot of countries.
>
> --
> Rich
>
>

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

[Alec Warner]

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On Fri, Jan 6, 2017 at 12:37 PM, William L. Thomson Jr. <wlt-ml@o-sinc.com>
wrote:

> On Friday, January 6, 2017 9:26:50 AM EST Alec Warner wrote:
> >
> > I don't wish to speculate on the legalities for each person, so to
> simplify
> > I equate "One cannot legally join the foundation" and "One does not want
> to
> > join a US based foundation." I think nominally I want to avoid the
> > hypothetical case. So either we have people who are unable to join a US
> > based foundation (either out of legal risk, or personal preference). How
> do
> > we support this use case?
>
> I do not think there is any difference between being a member or a
> developer.
> If you cannot legally be a member, you likely cannot legally be a
> developer. I
> can see US courts being more concerned with committers than members.
> Members
> can only can vote, maybe sue the foundation though any individual could as
> well. Committers can do far worse, malicious commit, etc.
>

Like I said, I wanted to avoid legal speculation. So lets assume a person
can legally be a member of the US foundation, but for undisclosed reasons
that person chooses not to do so.

Should that person still be able to be a developer?
Will gentoo still accept contributions from that person?

This is my reading of the point Andreas is trying to raise. I suspect it is
solvable as you mention, by letting developers opt-out of being legally a
part of the Foundation (as is the case today.) The concern of course is
that if too many developers opt out we end up with a similar problem that
we have today (not enough foundation members.)

The benefit of a merged structure is that only voting developers vote for
the merged board; so if one was to abstain from being a foundation member
they could also lose the benefit of voting for the board (so they can't
choose council members for example.) This is a loss of influence compared
to the current system but could provide some incentive for developers to
retain nominal involvement outside of being a simple committer.

-A


> A simple opt out of foundation membership should suffice in both cases.
> Auto
> add, but allow for exclusion. Maybe a form saying they know they are
> waiving
> their right to vote for choice. I am not sure the not legally able to be a
> member is really an issues as it would more pertain to developers and
> staff.
>
> --
> William L. Thomson Jr.
>

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

[William L. Thomson Jr.]

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On Friday, January 6, 2017 1:43:17 PM EST Alec Warner wrote:
>
> Like I said, I wanted to avoid legal speculation. So lets assume a person
> can legally be a member of the US foundation, but for undisclosed reasons
> that person chooses not to do so.

Sure but some of that is common sense vs speculation. You get nothing being a 
member, other than a vote. You do get things being a developer and are a 
representative of Gentoo at that point. Developer or Staff is more official than 
a Foundation member. I do not believe anyone would say a member represents any 
organization officially, just staff (developers etc), officers, and the board.

A Foundation member could never act as if they represented Gentoo. Developers, 
staff, officers, and the board are representatives. Therefore different 
legalities would apply.
 
> Should that person still be able to be a developer?

Yes, just acknowledging they are waiving their right to vote. If that is the 
route taken.

> Will gentoo still accept contributions from that person?

Why not, membership is not tied to anything other than ability to vote. Just 
will show they do not care much about Gentoo other than their itch.

> This is my reading of the point Andreas is trying to raise. I suspect it is
> solvable as you mention, by letting developers opt-out of being legally a
> part of the Foundation (as is the case today.) The concern of course is
> that if too many developers opt out we end up with a similar problem that
> we have today (not enough foundation members.)

Yes, but you cannot force people to care about something they do not. Or take 
interest in something they are not. One would hope more would care about 
Gentoo as a entity rather than just the itch they are scratching.

IMHO if you are not taking part in foundation or organization on some level or 
another you do not really care. It is about the same as not voting for your 
local politician. Then do not complain or comment about politics. If you care, 
then vote, it is that simple.

Foundation membership is so minimal, I really do not understand why so many 
object for likely no reason. If they opt out or just do not vote, its 
basically the same. If they are a developer or staff they are already 
associated with Gentoo and under the Foundation indirectly.

I would almost go so far as to say developers and staff cannot be excluded 
from the foundation. They are just not required to vote. Anyone can easily 
ignore such things. Them being a member and not voting should not matter to 
anyone.

The real issue is voting in the Foundation. Members or not if people are not 
interested, they will not vote. If the Gentoo Foundation was functional and 
helped move Gentoo and other things forward. Maybe more would be interested, 
as the Foundation may benefit them in ways it is not now.

> The benefit of a merged structure is that only voting developers vote for
> the merged board; so if one was to abstain from being a foundation member
> they could also lose the benefit of voting for the board (so they can't
> choose council members for example.) This is a loss of influence compared
> to the current system but could provide some incentive for developers to
> retain nominal involvement outside of being a simple committer.

I think the easiest solution is just to make all developers and staff. Members 
of the foundation. They cannot opt out of the foundation, unless retired. Some 
grace period for retaining membership once retired showing respect for their 
contributions and they may have wisdom to help guide newer generations.

If anyone has issue being part of the foundation, they can simply not vote for 
the board, and still vote for council. If they have a conflict of interest 
being a member, then I am sure they have a conflict of interest being a 
developer. They have 1 vote for foundation matters, but can be 100% in control 
as a developer in their neck of the woods. Any conflict of interest really 
comes from being on the board or council.

Unless someone has legal reasons which would prevent them from membership. 
That should be the only exclusion. It does force membership, but that is moot. 
They are not forced to vote, though ideally they would.

If someone is legally prevented from being a member. I would like to know how 
they are legally able to be a developer. I think the whole issue is pretty 
moot and a waste of time.

Really need to figure out how to motivate more to care about Gentoo and voting 
will not be an issue all around. Just like any voting, if the issue matters 
people turn out.

-- 
William L. Thomson Jr.

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

[Daniel Campbell]

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On 01/05/2017 02:17 PM, William L. Thomson Jr. wrote:
> On Thursday, January 5, 2017 11:14:03 PM EST Michał Górny wrote:
>> On Thu, 5 Jan 2017 16:02:57 -0600
>>
>> Matthew Thode <prometheanfire@gentoo.org> wrote:
>>> On 01/05/2017 03:56 PM, Michał Górny wrote:
>>>> As far as I understand, this would effectively require every developer
>>>> to be a member of the Foundation. I think that Foundation membership is
>>>> more legally binding than 'being a developer = having commit access'.
>>>>
>>>> One thing I'm particular worried about is the potential of 'US
>>>> embargo'. What if a particular developer/recruit is/will not be legally
>>>> allowed to be a member of Gentoo Foundation?
>>>
>>> I think that this brings us more in line with the legal realities of
>>> running a distro like this.  We may want to be separate but don't think
>>> that's actually the case.  So we should stop pretending we are separate.
>>
>> The reality is as people/committees perceive it. I can imagine quite
>> a distinction between 'working on an international project' and 'being
>> enlisted member of US organization'.
> 
> Liability wise, working on the project makes you and the project more liable 
> than being a member. Foundation members do not really bring any liability. 
> Developers actions can cause liability. Liability comes from Developers not 
> foundation members.
> 
> I am not sure foundation members could ever be liable for anything.
> 

One thing I could thing of that Foundation members (or the voting
electorate in general) could be held accountable for are the results of
their votes, i.e. they vote X or Y person in, they screw things up. In
that situation, imo the voters are as culpable as the one who screws
things up.

That said, I struggle to think of a screw-up large enough to start
blaming voters with. *shrug* But I do think that to have a healthy
Foundation, we need each member to feel a sense of responsibility or
even honor, and do their best to benefit the foundation within reason.

-- 
Daniel Campbell - Gentoo Developer
OpenPGP Key: 0x1EA055D6 @ hkp://keys.gnupg.net
fpr: AE03 9064 AE00 053C 270C  1DE4 6F7A 9091 1EA0 55D6


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

[Daniel Campbell]

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On 01/06/2017 02:43 AM, Andreas K. Huettel wrote:
> Am Donnerstag, 5. Januar 2017, 16:02:57 CET schrieb Matthew Thode:
>>
>> I think that this brings us more in line with the legal realities of
>> running a distro like this.  We may want to be separate but don't think
>> that's actually the case.  So we should stop pretending we are separate.
> 
> Well, that would probably merit looking around how other distros are working. 
> 
> Without doing any detailed research, I'd say
> * OpenSuSE, Fedora: "community branch" of a commercial enterprise
> * Debian, Arch: via umbrella company (SPI)
> 
> So none of these uses the suggested model.
> 
I hadn't thought of that. Looking past the obvious shortcomings of
trusting a commercial entity to foster the community, are there any
corporations that have the know-how and resources to throw at Gentoo?
Who could be a worthy sponsor? Without a suitable candidate, it's hard
for us to seriously consider sponsorship. And of course, that decision
would be made on a case-by-case basis.

To clarify, I'm against a commercial sponsor but am interested in
learning who, if anyone, could be considered good enough to be our steward.

-- 
Daniel Campbell - Gentoo Developer
OpenPGP Key: 0x1EA055D6 @ hkp://keys.gnupg.net
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Re: [gentoo-project] Merging Trustees and Council / Developers and Foundation

[Daniel Campbell]

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On 01/06/2017 02:48 AM, Andreas K. Huettel wrote:
> Am Donnerstag, 5. Januar 2017, 17:14:51 CET schrieb William L. Thomson Jr.:
> 
>> Keep in mind the US is founded on freedom of speech. An open source project
>> could be argued along the same lines as freedom of speech and expression.
>> Not to mention an argument could be made for technical benefit of all, etc.
>>
> 
> As someone routinely dealing (outside Gentoo) with technology that falls under 
> US export control, I can assure you that freedom of speech has absolutely 
> nothing to do with this topic.
> 
What type of software would that be, if you don't mind me asking? Is it
something specific with US <-> Germany (that's your home country right?)
laws?

The only thing I've ever seen was the US's classification of encryption
as munitions and, for a while, banned its export.

Clearly, that didn't work out for them and encryption is more important
than ever. What else does the US try to control in software?

-- 
Daniel Campbell - Gentoo Developer
OpenPGP Key: 0x1EA055D6 @ hkp://keys.gnupg.net
fpr: AE03 9064 AE00 053C 270C  1DE4 6F7A 9091 1EA0 55D6


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

[Daniel Campbell]

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On 01/06/2017 06:47 AM, Rich Freeman wrote:
> On Fri, Jan 6, 2017 at 7:10 AM, Andreas K. Huettel <dilfridge@gentoo.org> wrote:
>>
>> * 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.
>>
> 
> Being a "member" of the Foundation is like holding stock in a US
> corporation.  It gives you partial ownership in a sense of the
> Foundation (though especially if we become 501c-whatever that
> ownership is somewhat limited), and it gives you the right to vote on
> its affairs.  Since we're non-profit you don't get the benefit of
> dividends.
> 
> Generally speaking under US law people who are merely shareholders in
> an organization are greatly shielded from liability.  There are some
> exceptions but I don't think they'd ever apply to an organization of
> our size, maybe if we had 3 members and they were constantly colluding
> to do something illegal it would be different.  In a company where you
> can own multiple shares there are also some rules that apply to people
> who own a large portion of the total ownership, but that also will
> never apply here since Foundation members are all equal.
> 
> So, while I can't speak for the laws of every country out there, if
> you can legally own shares of a US stock, you can probably be a member
> of the Foundation without any concerns.  Disclaimer: I am not a lawyer
> and contrary opinions are welcome.
> 
> I would note that I don't think developers should be /required/ to be
> members so much as that they are able to be members on request, and
> that people who cease to be devs also cease to be Foundation members.
> That effectively makes the voting constituency the same even if in
> practice not everybody votes.  If the Council/Trustees are merged then
> choosing not to be a member effectively means you're not voting at
> all, but I don't see a problem with that since devs aren't required to
> vote today.
> 
>>
>> * 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".]
> 
> So, the stuff I wrote above applies to members, and not the board.
> Under US law the board of a company does have responsibility to run it
> properly.  If they're really negligent they could be subject to US
> criminal law, and if they don't govern the Foundation well they could
> also be civilly liable to its members (yes, members of the Foundation
> can sue the Trustees for not doing a good enough job under US law,
> though most like the Foundation would end up paying the bills up to a
> point).  To the extent that they're doing their job they're not liable
> for stuff the Foundation does, so if Gentoo ends up in some copyright
> dispute and loses it is the Foundation that would pay the bills, and
> not the Trustees.  Of course, if the reason it lost was because we had
> a lousy copyright policy some members could try to sue the Trustees
> personally to get some of that money back for the Foundation (err,
> guess I should get that policy done).
> 
> You didn't mention officers, but they can also have responsibilities.
> If they're really negligent they could be criminally liable, and if
> they do stuff like embezzle they could be civilly liable to the
> Foundation.  While our officers aren't employees you could look at
> their responsibilities a bit like that.  Of course, the fact that they
> aren't paid by the Foundation and professionals in the field would
> probably greatly aid them in their defense, since it is a bit hard for
> the board to sue a volunteer treasurer for negligence when they're the
> ones who decided not to hire a CPA.
> 
> And as you point out it is common for companies to require disclosure
> of board memberships by its employees, or advance permission.  Usually
> this is only an issue if there is a conflict of interest of some kind.
> If you were a manager at a company like Google there would probably be
> more concerns than if you were a manager at a company like DHL.
> 
>>
>> * 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).
> 
> I think it is worth implementing this concurrently with a full vote
> for all seats so that there is a fresh mandate.  We haven't decided
> how many seats/etc there should be.  It really doesn't matter if you
> see this as being the "new council" or the "new trustees" - whatever
> we call it the new board inherits the responsibilities of both, and
> anybody in either set of roles today (or somebody new entirely) could
> end up on it.
> 
> I only mention this because I have seen some debate about which board
> is more fit to do this or that.  If there is a fresh election it is a
> moot point because people can look at the new list of responsibilities
> and vote for whoever they think will handle it best.
> 
>>
>> * 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.
>>
> 
> ++ in general.  As with any project at times the Foundation has had
> its ups and downs, and real-world governments don't really make
> allowances for that.
> 
> If for a moment there is a lull in Foundation interest then an
> umbrella org can make sure the bills get paid and the filings get done
> and the books are always in order, and maybe that is the full extent
> of Foundation activity.  If at other times there is a lot of interest
> in activity then that interest can be focused on growing the
> Foundation and doing interesting things with our money, while the
> baseline activities continue to have professional oversight.
> 
> It basically frees Gentoo volunteers to focus more on things like
> organizing an annual dev conference and less on filing 990s.  You
> can't do the former unless the latter is in order, and people are
> going to be a LOT more willing to sponsor stuff if we have a fairly
> solid compliance posture financially.
> 
>> 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.
> 
> ++
> 
> Either way we have a central governance.  This model also extends well
> if we want to have similar legal entities in other countries (assuming
> there is some advantage to doing so).  You could have a project to
> manage this stuff, and sub-projects per country.  However, it is
> important to maintain one overall governing board on top of everything
> so that we don't run into conflicts.  We don't want our non-profit
> that runs booths in Japan fighting with our non-profit that runs
> booths in India/etc.
> 
> Again, that all depends on whether we really benefit from foreign
> incorporations.  The administrative burden goes away with the umbrella
> org, but there might or might not be other benefits, and I don't think
> those are really the focus here but I think this is a model that could
> scale out well.
> 

My primary concern over an umbrella corporation or a sponsor is that it
robs us of ownership. How would such a business decision go? We give all
the assets to SPI or some other org, pay them some percentage of our
revenue, and act like everything's square? What happens when SPI decides
we aren't paying them enough? I would hope whatever contract gets
written up would *not* include them keeping our assets after a breach.

It also forces us to become dependent on an entity that may or may not
have our interests in mind. I suppose we have to do that already with
whoever hosts our hardware, unless robbat or others have direct physical
access to our infra. I'm liking the idea that it would free us to do
other, more interesting and libre software-related things, but is a
corporation that also manages other distros a good way to go? Too much
(real, legal) power centralized into a single group isn't my idea of a
smart move and could well ruin us without some strong protections in our
contract.

In short, I don't want to see the work you, I, or the dozens of other
Gentoo devs become locked up or destroyed because we signed a deal with
a corporation. This is one of the cases I would wholly suggest legal
counsel with, and be willing to pay that extra fee to get either a good
contract or good advice on how to restructure.

Perhaps having a legal understanding of Gentoo's situation would better
indicate what metastructure we need to have to best facilitate our legal
obligations and continue serving our community.
-- 
Daniel Campbell - Gentoo Developer
OpenPGP Key: 0x1EA055D6 @ hkp://keys.gnupg.net
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Re: [gentoo-project] Merging Trustees and Council / Developers and Foundation

[Daniel Campbell]

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On 01/06/2017 10:43 AM, Alec Warner wrote:
> This is a loss of influence compared to the current system but could
> provide some incentive for developers to retain nominal involvement
> outside of being a simple committer.

I think that would be very beneficial (to require foundation membership
without legal reasons to abstain). It encourages responsibility and
focusing on decision-making inside context instead of outside it. One of
the reasons for this discussion is to unify Gentoo, so requiring dual
membership (or rather, making them one and the same) goes a long way to
furthering that goal.

-- 
Daniel Campbell - Gentoo Developer
OpenPGP Key: 0x1EA055D6 @ hkp://keys.gnupg.net
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Re: [gentoo-project] Merging Trustees and Council / Developers and Foundation

[Matthew Thode]

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On 01/09/2017 11:39 PM, Daniel Campbell wrote:
> On 01/06/2017 02:48 AM, Andreas K. Huettel wrote:
>> Am Donnerstag, 5. Januar 2017, 17:14:51 CET schrieb William L. Thomson Jr.:
>>
>>> Keep in mind the US is founded on freedom of speech. An open source project
>>> could be argued along the same lines as freedom of speech and expression.
>>> Not to mention an argument could be made for technical benefit of all, etc.
>>>
>>
>> As someone routinely dealing (outside Gentoo) with technology that falls under 
>> US export control, I can assure you that freedom of speech has absolutely 
>> nothing to do with this topic.
>>
> What type of software would that be, if you don't mind me asking? Is it
> something specific with US <-> Germany (that's your home country right?)
> laws?
> 
> The only thing I've ever seen was the US's classification of encryption
> as munitions and, for a while, banned its export.
> 
> Clearly, that didn't work out for them and encryption is more important
> than ever. What else does the US try to control in software?
> 

Anything to do with rockets counts.  That was fun to learn :D

(side note, I'm gonna reply in bulk to this thread soon)

-- 
Matthew Thode (prometheanfire)


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