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 2C7FD139085 for ; Mon, 16 Jan 2017 19:08:39 +0000 (UTC) Received: from pigeon.gentoo.org (localhost [127.0.0.1]) by pigeon.gentoo.org (Postfix) with SMTP id 7C93221C104; Mon, 16 Jan 2017 19:08:38 +0000 (UTC) Received: from mail-qt0-x241.google.com (mail-qt0-x241.google.com [IPv6:2607:f8b0:400d:c0d::241]) (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 5156A21C0DF for ; Mon, 16 Jan 2017 19:08:38 +0000 (UTC) Received: by mail-qt0-x241.google.com with SMTP id f4so16048214qte.2 for ; Mon, 16 Jan 2017 11:08:38 -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=VXJtT1Su5aCuzJD0AY1/SAQ91F1naZ0z8TRrBBUVuc0=; b=XjY8ArxzNlZ2UpO2+VTwBwRdkKziObOoOHkFqZTWadB5BZxiZyA4MkT/Tb87rMQGgq GGdDMGZq2MDUsILjO0KX5kzC3b0DSq/6i71r82M7gNxrz0kalAwGpSHRhKirW6tH2Y5T JMvqbx9e0scKoVhP+ic+7AH2JwVxxokZA0Cn+NSCgUg9sQRsVYGBGnX417+OnPgHxSv7 42gJfioGzAP4tdckn95VaanAf3pqN/pIoBxWJS9I7hKUBdHRS/9NRd8AF+1yLBeHjvqK iA/75k//1TZ/7oH3qFenSLxY0GT4GoEzqkHWxeo/GLd7IvwDSzx6FTq8YfEst3qmaMMf uTjw== 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=VXJtT1Su5aCuzJD0AY1/SAQ91F1naZ0z8TRrBBUVuc0=; b=mqj4FGxBAkdBTWv3Xg0zF7ykKBqzxZjoSmecNnPoWtikF+FcyfPIaMWAuN2JAKNhST WyPDDC0wz2z6/Xk2joY0ChH/dFUyvZL2FjXl/k68I1vvR7n66dfwKclZK8voUcMm/CK9 6dPBEZcR5/CZV6hCR8PSAGzwueLfEqXBXFT1acDeov7bH71gNzyaEjI2QmKbyC+gegEQ Z3yOHlxb8aYfxOxkvZioOx0D9eO8R7+OIyXATxt+fLtDWHigm3zYi9xtV6ISJNzOWE+K ZkjNKSWGDTXZ0Rf6Fcu6w/xbIZ4QPXg1Om/+3UmCzGx7rT0Be7rJcv2I2ZcadWlYRD3p xRyw== X-Gm-Message-State: AIkVDXJWidyAyEZdOhVuG4BpLhO4wzZzgduooAOdElj/V2t7crX18POU82d4zhbYxJIIJ6d12lG4+uyMHjPCOg== X-Received: by 10.200.39.212 with SMTP id x20mr29504707qtx.109.1484593717114; Mon, 16 Jan 2017 11:08:37 -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 10.140.16.132 with HTTP; Mon, 16 Jan 2017 11:08:36 -0800 (PST) In-Reply-To: References: <1604622.bZRWYHrp25@pinacolada> From: Rich Freeman Date: Mon, 16 Jan 2017 14:08:36 -0500 X-Google-Sender-Auth: f8Kdt8dtO8nCf1yc4KrtY9BvQrk Message-ID: Subject: Re: [gentoo-project] Formally have Council oversee the Foundation 2.0 To: gentoo-project@lists.gentoo.org Content-Type: text/plain; charset=UTF-8 X-Archives-Salt: 22a34cc5-2d98-4b93-bc00-b648d05f689f X-Archives-Hash: 0d1e78ddbf371262f01fbaab7b479078 On Mon, Jan 16, 2017 at 1:52 PM, Alec Warner wrote: > > > SPI reduces the liability of the Gentoo Foundation (since the board and > officers have specific legal duties that get taken over by SPI.) SPI eliminates the liability of the Gentoo Foundation, because under that model there wouldn't be a Gentoo Foundation. It wouldn't have a board or officers, since it wouldn't exist. > I don't > think the SPI changes the liability of the foundation members (who do not > receive indemnification either way) or non-members. There would be no members, since there would be no Foundation. Foundation members in general are not liable for the actions of the Foundation, just as shareholders in any corporation are generally not liable for the actions of a corporation. (There are exceptions, but they're not going to apply here.) Now, somebody who happens to be a foundation member might be liable if they happen to also personally do something that exposes them to liability. If I own a share of Exon-Mobil stock and an employee of Exon-Mobil hits somebody over the head with a gas can then I bear no liability because of this association with the corporation. However, if I were to hit somebody over the head with a gas can then of course I'd be liable for it. Being a Foundation member neither increases nor decreases your liability as far as Gentoo is concerned. Now, being a Trustee or Officer is a different matter. > So saying "there is no > Gentoo to sue" to me is disingenuous. For most people on this thread the > situation is the same; the board and officers encompass only 5 humans. So, we have to pick which way we're going with things. Are we of the school that: There is only one "Gentoo" and it is the Gentoo Foundation, and everything else is just a legal fiction, and the Foundation is responsible and in charge of everything as far as the law is concerned. or not? Part of the problem here is that we're using terms loosely, which is made more complicated by the fact that we're talking about something that would change the nature of those terms anyway. Gentoo today is legally a Foundation that owns the trademark on "Gentoo." Under the proposal "Gentoo" would be nothing more than a trademark owned by SPI. You can't sue a trademark, only its owner. Yes, devs could be sued if they personally did something wrong. That is true today, it has always been true, and it will always be true. At best we could pay for insurance to pay for the legal bills and judgments should such a lawsuit happen. We don't do that today. However, what we personally do is something we can all control. You can sue me for things I do wrong. You can't sue me for things others do wrong. That isn't the same as the situation today, where I as a developer can do something wrong, and the Foundation could be sued for it, and now the Trustees have to deal with it, and if they fail to discharge their duties as Trustees properly they could also be sued. -- Rich