From mboxrd@z Thu Jan 1 00:00:00 1970 Return-Path: Received: from lists.gentoo.org (pigeon.gentoo.org [208.92.234.80]) (using TLSv1.2 with cipher ECDHE-RSA-AES256-GCM-SHA384 (256/256 bits)) (No client certificate requested) by finch.gentoo.org (Postfix) with ESMTPS id BBBDB139085 for ; Fri, 6 Jan 2017 14:48:02 +0000 (UTC) Received: from pigeon.gentoo.org (localhost [127.0.0.1]) by pigeon.gentoo.org (Postfix) with SMTP id C05BAE0C3F; Fri, 6 Jan 2017 14:48:01 +0000 (UTC) Received: from mail-qk0-x244.google.com (mail-qk0-x244.google.com [IPv6:2607:f8b0:400d:c09::244]) (using TLSv1.2 with cipher ECDHE-RSA-AES256-GCM-SHA384 (256/256 bits)) (No client certificate requested) by pigeon.gentoo.org (Postfix) with ESMTPS id 8F378E0C3D for ; Fri, 6 Jan 2017 14:48:01 +0000 (UTC) Received: by mail-qk0-x244.google.com with SMTP id n21so62832626qka.0 for ; Fri, 06 Jan 2017 06:48:01 -0800 (PST) DKIM-Signature: v=1; a=rsa-sha256; c=relaxed/relaxed; d=gmail.com; s=20161025; h=mime-version:sender:in-reply-to:references:from:date:message-id :subject:to; bh=02NW/OId0JsrXsfuCZIuQwunEOXnGhZds+WfdKi38t4=; b=gT1wI39nGutzaw55S9O0cstgUrNF00UICTy4i5Oki0R458vhMCj3hCojpKMBi+syLU z+NtvR5T6cFUSvzukbaORIUvCWYjdYGit/q5bQJUPLa5B2ujW4SWO7RoTw3nfehJfYcj GQQk6hKT188enNCg+0JqGulZpDKqadHUdnZgsXwY9nPS3QnK2MDMV70SPReSeO4/2yjh RvO25EX7hlIT24jCBS3u2K34kKRMuOB9b3jiLhlDkTc9ZVqq1CT6IrHdeF26KSGLZo0g /5oi56+Yh6PBpROQVvIHanNdskiPMz9R+Q7v2l2OzBP/3TR1UrxIqskCJ/mrGqBVaks+ 0cBA== X-Google-DKIM-Signature: v=1; a=rsa-sha256; c=relaxed/relaxed; d=1e100.net; s=20161025; h=x-gm-message-state:mime-version:sender:in-reply-to:references:from :date:message-id:subject:to; bh=02NW/OId0JsrXsfuCZIuQwunEOXnGhZds+WfdKi38t4=; b=pozMt2aSz+7H6WCXQH8eUQgUomSl15v/JKzrCQrGyY9TZrFwwhXiDBFRRSMhp98hr8 f+rUAABgO4RqoQoo2A07Uhi1U7pbjOH6gmlrZwEniV7laUVj1b7uWSkb8lgKKIErGZHo nYrK+QPCcO5+GdJmVjENDjA+IdxI9ipRoLYftpBKIZWHpcOu7YaVpfHbEEzDe6kxA6zr nnZ4mQfxmVmj7NkzoFgUcxD+79zOVxVzNS67Fo0SKWQAlWIo91kIFqdjUyyaaQFDGYJT WRXt7eZEpbb+kcNxs7Orw1ZEtiw71IEkDOTXKESwqhO+dgk/BE9ixG7/x3ZGxu7+ZF/T qGog== X-Gm-Message-State: AIkVDXIeJa7wOmlBTOqGLlTCiAdnliNWMrhAP3mktcj2X+3NMnoXKvLfN94qfQsZ3OtTcOce0PNDnFTfPIdY3w== X-Received: by 10.55.26.159 with SMTP id l31mr75854291qkh.164.1483714080580; Fri, 06 Jan 2017 06:48:00 -0800 (PST) Precedence: bulk List-Post: List-Help: List-Unsubscribe: List-Subscribe: List-Id: Gentoo Project discussion list X-BeenThere: gentoo-project@lists.gentoo.org Reply-To: gentoo-project@lists.gentoo.org MIME-Version: 1.0 Sender: freemanrich@gmail.com Received: by 10.140.34.73 with HTTP; Fri, 6 Jan 2017 06:47:59 -0800 (PST) In-Reply-To: <1952451.xLDF1lqCQC@porto> References: <57d3af79-4212-b8b9-40df-6120b1445c8b@gentoo.org> <1952451.xLDF1lqCQC@porto> From: Rich Freeman Date: Fri, 6 Jan 2017 09:47:59 -0500 X-Google-Sender-Auth: YqCpltBM8wcC6_whFG0wCaaxLCU Message-ID: Subject: Re: [gentoo-project] Merging Trustees and Council / Developers and Foundation To: gentoo-project@lists.gentoo.org Content-Type: text/plain; charset=UTF-8 X-Archives-Salt: 681e1361-4140-45f2-93f0-3af84703f7ab X-Archives-Hash: 4ce74b24913e1b3c4f27fc6dd1b83994 On Fri, Jan 6, 2017 at 7:10 AM, Andreas K. Huettel 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