[gentoo-project] Proposal for Trustees: Reflect CoC in Bylaws

[gentoo-project] Proposal for Trustees: Reflect CoC in Bylaws

[Robin H. Johnson]

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(Please respond on the gentoo-project list, it gets a lot more traffic
than NFP).

The Gentoo Foundation bylaws [1] do not presently bind any member to
agreeing to the Code of Conduct.

I propose that the addition of a new section to the bylaws:
====
Section 4.11: Responsibilities of Members
All members, trustees and officers of the foundation shall commit
themselves to acting with integrity and respecting the Gentoo Code of
Conduct as a minimum standard.
====

For the record, the bylaws include a clause for termination of
membership, by majority vote of trustees. I feel this is sufficient in
addition to the comrel responsibilities and CoC 'Consequences' section,
but would encourage comrel to recommend to the Board the termination of
membership in appropriate cases.

[1] https://web.archive.org/web/20140822043402/http://www.gentoo.org/foundation/en/BylawsAdopted.xml
    The link is broken on the new website.

-- 
Robin Hugh Johnson
Gentoo Linux: Developer, Infrastructure Lead
E-Mail     : robbat2@gentoo.org
GnuPG FP   : 11ACBA4F 4778E3F6 E4EDF38E B27B944E 34884E85

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Re: [gentoo-project] Proposal for Trustees: Reflect CoC in Bylaws

[David Abbott]

On Sat, Apr 25, 2015 at 1:33 AM, Robin H. Johnson <robbat2@gentoo.org> wrote:
> (Please respond on the gentoo-project list, it gets a lot more traffic
> than NFP).
>
> The Gentoo Foundation bylaws [1] do not presently bind any member to
> agreeing to the Code of Conduct.
>
> I propose that the addition of a new section to the bylaws:
> ====
> Section 4.11: Responsibilities of Members
> All members, trustees and officers of the foundation shall commit
> themselves to acting with integrity and respecting the Gentoo Code of
> Conduct as a minimum standard.
> ====
>
> For the record, the bylaws include a clause for termination of
> membership, by majority vote of trustees. I feel this is sufficient in
> addition to the comrel responsibilities and CoC 'Consequences' section,
> but would encourage comrel to recommend to the Board the termination of
> membership in appropriate cases.
>
> [1] https://web.archive.org/web/20140822043402/http://www.gentoo.org/foundation/en/BylawsAdopted.xml
>     The link is broken on the new website.
>
> --
> Robin Hugh Johnson
> Gentoo Linux: Developer, Infrastructure Lead
> E-Mail     : robbat2@gentoo.org
> GnuPG FP   : 11ACBA4F 4778E3F6 E4EDF38E B27B944E 34884E85

I moved a copy of the bylaws to the wiki.

https://wiki.gentoo.org/wiki/Foundation:Gentoo_Foundation_ByLaws

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

[gentoo-project] Re: [gentoo-nfp] Proposal for Trustees: Reflect CoC in Bylaws

[Alec Warner]

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On Fri, Apr 24, 2015 at 10:33 PM, Robin H. Johnson <robbat2@gentoo.org>
wrote:

> (Please respond on the gentoo-project list, it gets a lot more traffic
> than NFP).
>

Its not my fault no one reads NFP ;p


>
> The Gentoo Foundation bylaws [1] do not presently bind any member to
> agreeing to the Code of Conduct.
>
> I propose that the addition of a new section to the bylaws:
> ====
> Section 4.11: Responsibilities of Members
> All members, trustees and officers of the foundation shall commit
> themselves to acting with integrity and respecting the Gentoo Code of
> Conduct as a minimum standard.
> ====
>
> For the record, the bylaws include a clause for termination of
> membership, by majority vote of trustees. I feel this is sufficient in
> addition to the comrel responsibilities and CoC 'Consequences' section,
> but would encourage comrel to recommend to the Board the termination of
> membership in appropriate cases.
>
>
The existing bylaw only affords membership termination in the event where a
member acts contrary to the purposes of the foundation. If you expect
comrel to recommend revocation of membership due to CoC violations then I
would prefer this power be granted to the trustees in a more explicit
manner than the current wording.

Its not clear that violating the CoC is "contrary to the purposes of the
foundation" because the purposes themselves are also narrowly defined and
it may not be feasible to get the votes you expect without a wording change.





> [1]
> https://web.archive.org/web/20140822043402/http://www.gentoo.org/foundation/en/BylawsAdopted.xml
>     The link is broken on the new website.
>
> --
> Robin Hugh Johnson
> Gentoo Linux: Developer, Infrastructure Lead
> E-Mail     : robbat2@gentoo.org
> GnuPG FP   : 11ACBA4F 4778E3F6 E4EDF38E B27B944E 34884E85
>

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[gentoo-project] Re: [gentoo-nfp] Proposal for Trustees: Reflect CoC in Bylaws

[Roy Bamford]

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On 2015.04.26 09:09, Alec Warner wrote:
> On Fri, Apr 24, 2015 at 10:33 PM, Robin H. Johnson
[snip]
> 
> Its not clear that violating the CoC is "contrary to the purposes of
> the
> foundation" because the purposes themselves are also narrowly defined
> and
> it may not be feasible to get the votes you expect without a wording
> change.
> 
[snip]

The "purposes of the foundation", from the Articles of Incorporation is 
stated as

<quote>
Article III
The Corporation is organized and at all times shall be operated, on a 
non-profit basis exclusive far the advancement and education and 
promotion of software development in an open environment. 
</quote>

Those words were carefully chosen by a lawyer, so we have a chance of 
realising formal NPO status. If we want to change the "purposes of the 
foundation" we need to be careful not to throw away our NPO prospects 
in the process.

The Foundation Bylaws are the implementation details to explain how we 
comply with applicable New Mexico corporate law and our Articles of 
Incorporation.  They were mostly written by lawyers too but are far 
easier to change.

-- 
Regards,

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

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Re: [gentoo-project] Re: [gentoo-nfp] Proposal for Trustees: Reflect CoC in Bylaws

[Rich Freeman]

On Sun, Apr 26, 2015 at 4:09 AM, Alec Warner <antarus@gentoo.org> wrote:
>
> The existing bylaw only affords membership termination in the event where a
> member acts contrary to the purposes of the foundation. If you expect comrel
> to recommend revocation of membership due to CoC violations then I would
> prefer this power be granted to the trustees in a more explicit manner than
> the current wording.

A simpler solution might be to restrict foundation membership to
active developers/staff, and revoke membership once somebody is no
longer an active developer/staff.

This also solves the double-constituency problem where you end up with
two governing bodies with different constituencies, where conflict
between them is fairly likely to be destructive to the organization.

-- 
Rich

Re: [gentoo-project] Re: [gentoo-nfp] Proposal for Trustees: Reflect CoC in Bylaws

[Jorge Manuel B. S. Vicetto]

On Sun, 26 Apr 2015, Rich Freeman wrote:

> On Sun, Apr 26, 2015 at 4:09 AM, Alec Warner <antarus@gentoo.org> wrote:
>>
>> The existing bylaw only affords membership termination in the event where a
>> member acts contrary to the purposes of the foundation. If you expect comrel
>> to recommend revocation of membership due to CoC violations then I would
>> prefer this power be granted to the trustees in a more explicit manner than
>> the current wording.
>
> A simpler solution might be to restrict foundation membership to
> active developers/staff, and revoke membership once somebody is no
> longer an active developer/staff.

Richard,

the problem I see with that is that two of the goals of the Foundation are 
the expansion of the Gentoo Community as well as the collaboration between 
all members of the "Eco system".
If we were to "close" membership, we would be throwing out the above 
goals. Further, trying to terminate the membership of non-developers, if 
we were to close membership, in my view, would violate the existing rules.

> This also solves the double-constituency problem where you end up with
> two governing bodies with different constituencies, where conflict
> between them is fairly likely to be destructive to the organization.

This can cause issues, but it's also a way to allow active and 
representative members of the Community that aren't Developers to 
participate and contribute to Gentoo.


Regards,
Jorge Manuel B. S. Vicetto
Gentoo Developer / Foundation member

Re: [gentoo-project] Re: [gentoo-nfp] Proposal for Trustees: Reflect CoC in Bylaws

[Rich Freeman]

On Sun, Apr 26, 2015 at 9:35 AM, Jorge Manuel B. S. Vicetto
<jmbsvicetto@gentoo.org> wrote:
>
> the problem I see with that is that two of the goals of the Foundation are
> the expansion of the Gentoo Community as well as the collaboration between
> all members of the "Eco system".
> If we were to "close" membership, we would be throwing out the above goals.

I do agree with your point here.  I'm personally divided on the issue.


> Further, trying to terminate the membership of non-developers, if we were to
> close membership, in my view, would violate the existing rules.

I don't really see this as an issue.  If there is a concern, put it to
a vote - we'd be amending the bylaws in any case.  While it is almost
always contentious, it isn't uncommon for companies to force
shareholders to give back their shares.  Since Gentoo isn't
for-profit, there isn't a financial concern here at least.

We could also offer all Foundation members staff positions if they
complete the training, and maintain the required activity level.  Then
they could keep their Foundation membership.  That would flush out
people who really don't intend to contribute, give those who do want
to contribute more of a voice, and so on.

>
>> This also solves the double-constituency problem where you end up with
>> two governing bodies with different constituencies, where conflict
>> between them is fairly likely to be destructive to the organization.
>
> This can cause issues, but it's also a way to allow active and
> representative members of the Community that aren't Developers to
> participate and contribute to Gentoo.

Keep in mind that I said developers AND staff.

If we're going to give people a vote in the operation of the
Foundation, doesn't it make sense for them to also be subject to the
CoC, and to maintain some kind of level of activity?  Otherwise we
basically become two organizations with different goals and principles
trying to operate under one roof, and that is bound to lead to
contention.  Non-profits tend to carefully guard their voting
membership roles for this reason - if the voters drift away from those
actually doing the work, it can lead to a big mess.  In an
organization that is employee-driven this isn't as much of a problem -
if the shareholders say that we should no longer do A, but instead
should do B, then enough employees will stick around for the paycheck
to maintain some kind of continuity.  With volunteer-driven
organizations it can get ugly, and you have stuff like MariaDB, X.Org,
and so on.  The legal entity owns all the IP, and often some of the
hardware, but FOSS projects tend to work fairly well without either
and so the real driver tends to be the contributors, and the motives
of donors.

Right now we basically all get along fine.  It is hard to envision
there being some kind of split between the devs and the Foundation.
However, I think that is a good reason to keep working to ensure that
it stays this way.

I'm not suggesting that we should rush into this either.  For example,
my proposal still leaves the Foundation as elected by Devs+Staff and
the Council as Devs-only.  That is still two different constituencies.

I think a key is to ensure that anybody who votes is actively
contributing in some way.  That gives them skin in the game.  Not all
contributions have to be code.

-- 
Rich

Re: [gentoo-project] Re: [gentoo-nfp] Proposal for Trustees: Reflect CoC in Bylaws

[Roy Bamford]

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On 2015.04.26 12:11, Rich Freeman wrote:
[snip]
> 
> A simpler solution might be to restrict foundation membership to
> active developers/staff, and revoke membership once somebody is no
> longer an active developer/staff.
> 
> This also solves the double-constituency problem where you end up 
> with
> two governing bodies with different constituencies, where conflict
> between them is fairly likely to be destructive to the organization.
> 
> -- 
> Rich
> 
> 
> 

Rich,

Its not a practical problem - yet.
The Foundation only has about five members from the user community.

A more inclusive approach may be to open council membership to all 
contributors to Gentoo.

-- 
Regards,

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

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Re: [gentoo-project] Re: [gentoo-nfp] Proposal for Trustees: Reflect CoC in Bylaws

[Rich Freeman]

On Sun, Apr 26, 2015 at 1:28 PM, Roy Bamford <neddyseagoon@gentoo.org> wrote:
> Its not a practical problem - yet.
> The Foundation only has about five members from the user community.
>

How many non-active former developer members does it have?

I'm just pointing out that the constituencies are different.

> A more inclusive approach may be to open council membership to all
> contributors to Gentoo.

I already proposed that.  Apparently staff are already allowed to vote
for Council.  I'm fine with them being Foundation members as well.  I
even suggested offering staff membership to any foundation members who
desire it, as long as they maintain the activity level required of
staff.

If there are contributors who aren't staff I'm happy to talk about
where they tend to fit into things, but I'd probably prefer making
them staff than to having two different overlapping communities.

My intent isn't to be non-inclusive.  However, ultimately Gentoo
should be about people who are actively contributing to it today.
Everybody else is welcome to use it, or talk about it.  I just don't
think they should have a vote in the Foundation, since they don't have
the same stake in the results.

The goal would be to:
1.  Better recognize contributors by giving them staff titles.
2.  Give the new staff even more of a voice in Gentoo, allowing them
to vote for Council as well.
3.  Hold our active contributors accountable to the CoC, etc.
4.  Remove inactive former contributors from voting for
Council/Trustees.  (By all means recognize them as retired.)
5.  Bring the Trustee/Council constituency into better alignment.  I
think this is a necessary step towards reconciling the whole
"two-headed monster" issue, and I think it will reduce contention when
trying to decide which body is responsible for what, since everybody
has the same voice either way and we're just talking about who is most
suited to what role.

-- 
Rich

Re: [gentoo-project] Re: [gentoo-nfp] Proposal for Trustees: Reflect CoC in Bylaws

[Roy Bamford]

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On 2015.04.26 19:17, Rich Freeman wrote:
> On Sun, Apr 26, 2015 at 1:28 PM, Roy Bamford 
> <neddyseagoon@gentoo.org>
> wrote:
> > Its not a practical problem - yet.
> > The Foundation only has about five members from the user community.
> >
> 
> How many non-active former developer members does it have?
Thats difficult to say without an actual count.  Members drop out if 
they fail to vote in two successive Trustee elections.  However, we 
don't have a ballot every year because Trustee candidates can be 
returned unopposed.
> 
> I'm just pointing out that the constituencies are different.

Agreed.

> 
> > A more inclusive approach may be to open council membership to all
> > contributors to Gentoo.
> 
> I already proposed that.  Apparently staff are already allowed to 
> vote
> for Council.  I'm fine with them being Foundation members as well.
I'm staff, so I'm glad you said that  :)

> I even suggested offering staff membership to any foundation members 
> who
> desire it, as long as they maintain the activity level required of
> staff.
That would be more trouble than its worth to measure.  What is the 
activity level required of staff today?

> 
> If there are contributors who aren't staff I'm happy to talk about
> where they tend to fit into things, but I'd probably prefer making
> them staff than to having two different overlapping communities.
Defining "contributors" will be a whole new can of worms. So lets leave 
that for its own thread.

> 
> My intent isn't to be non-inclusive.  However, ultimately Gentoo
> should be about people who are actively contributing to it today.
Agreed.

> Everybody else is welcome to use it, or talk about it.  I just don't
> think they should have a vote in the Foundation, since they don't 
> have the same stake in the results.
Nor the council for the same reason.

> 
> The goal would be to:
> 1.  Better recognize contributors by giving them staff titles.
> 2.  Give the new staff even more of a voice in Gentoo, allowing them
> to vote for Council as well.
> 3.  Hold our active contributors accountable to the CoC, etc.
> 4.  Remove inactive former contributors from voting for
> Council/Trustees.  (By all means recognize them as retired.)
> 5.  Bring the Trustee/Council constituency into better alignment.  I
> think this is a necessary step towards reconciling the whole
> "two-headed monster" issue, and I think it will reduce contention 
> when
> trying to decide which body is responsible for what, since everybody
> has the same voice either way and we're just talking about who is 
> most
> suited to what role.

Agreed. That's two new cans of worms in one reply. I do intend to open 
this one in a new thread 'real soon now'.

> 
> -- 
> Rich
> 
> 



-- 
Regards,

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

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Re: [gentoo-project] Re: [gentoo-nfp] Proposal for Trustees: Reflect CoC in Bylaws

[Jorge Manuel B. S. Vicetto]

On Sun, 26 Apr 2015, Rich Freeman wrote:

> On Sun, Apr 26, 2015 at 9:35 AM, Jorge Manuel B. S. Vicetto

> Right now we basically all get along fine.  It is hard to envision
> there being some kind of split between the devs and the Foundation.
> However, I think that is a good reason to keep working to ensure that
> it stays this way.
>
> I'm not suggesting that we should rush into this either.  For example,
> my proposal still leaves the Foundation as elected by Devs+Staff and
> the Council as Devs-only.  That is still two different constituencies.

As this has already triggered much confusion and although I've already 
cleared this up with rich0 in #gentoo-dev, so that everyone understands, a 
Gentoo "staffer" (a misnomer) is a Gentoo Developer without gentoo-x86 
commit access. All Gentoo Developers (with and without tree access - 
gentoo-x86) have the same privileges and obligations. The only thing a 
"staffer" doesn't have is gentoo-x86 commit access, which they can gain by 
completing the end-quiz.

Also, despite anyone's opinion in this ml, no one here is at this point 
defining who can or should be a staffer or what work qualifies one to get 
that title - this has all been appproved a long time ago[1].

  [1] - 
https://sources.gentoo.org/cgi-bin/viewvc.cgi/gentoo/xml/htdocs/proj/en/devrel/handbook/hb-introduction-staffers.xml?revision=1.1&view=markup


Regards,

Jorge Manuel B. S. Vicetto
Gentoo Developer