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 B85D1139085 for ; Sun, 15 Jan 2017 15:00:44 +0000 (UTC) Received: from pigeon.gentoo.org (localhost [127.0.0.1]) by pigeon.gentoo.org (Postfix) with SMTP id 7768E23407E; Sun, 15 Jan 2017 15:00:43 +0000 (UTC) Received: from smarthost03d.mail.zen.net.uk (smarthost03d.mail.zen.net.uk [212.23.1.23]) by pigeon.gentoo.org (Postfix) with ESMTP id 274D7234077 for ; Sun, 15 Jan 2017 15:00:43 +0000 (UTC) Received: from [62.3.120.142] (helo=NeddySeagoon_Static) by smarthost03d.mail.zen.net.uk with esmtps (TLS1.0:DHE_RSA_AES_256_CBC_SHA1:256) (Exim 4.80) (envelope-from ) id 1cSmIT-0005Xv-Pg for gentoo-project@lists.gentoo.org; Sun, 15 Jan 2017 15:00:42 +0000 Date: Sun, 15 Jan 2017 15:00:22 +0000 From: Roy Bamford Subject: Re: [gentoo-project] Formally have Council oversee the Foundation 2.0 To: gentoo-project@lists.gentoo.org In-Reply-To: <1604622.bZRWYHrp25@pinacolada> (from dilfridge@gentoo.org on Sat Jan 14 21:43:49 2017) X-Mailer: Balsa 2.5.2 Message-Id: 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 Content-Type: multipart/signed; micalg=PGP-SHA256; protocol="application/pgp-signature"; boundary="=-5x02dGDWKW8VdWH/7mj9" X-Originating-smarthost03d-IP: [62.3.120.142] Feedback-ID: 62.3.120.142 X-Archives-Salt: f2d140b3-dc11-4509-8d66-908de50b5caf X-Archives-Hash: 2aa707e28aa4278a08b9fbcf8f34d427 --=-5x02dGDWKW8VdWH/7mj9 Content-Type: text/plain; charset=UTF-8 Content-Disposition: inline Content-Transfer-Encoding: quoted-printable Team, Andreas, I like the out of the box thinking. On 2017.01.14 21:43, Andreas K. Huettel wrote: > Hey all,=20 >=20 > I wrote this text up some months ago when Ian Delaney and Roy were > making first=20 > noises that the Gentoo foundation should be in overall control of the=20 > distribution. At that time I didn't know about SPI and umbrella > corporations yet.=20 Umbrella corporations remove some of the drudgery. They do not perform any of decision making nor decision vetting. Gentoo, somewhere, still needs to do that. We will still need to protect our trademarks ourselves with the umbrella being used for escalation. > Now, I see an umbrella organization as e.g. SPI as the better > choice,=20 > since it relieves us from the jobs that noone (not even the trustees) > want to do.=20 Not totally but it could help. It was seriously examined as an option=20 around 2009. >=20 > Mostly I am sending this text (slightly edited) now out as alternative >=20 > proposal for the unfortunate case when (for whatever reason) working > with an=20 > umbrella organization such as SPI were not possible.=20 I think the setup we have now, where when the distro screws up, the=20 Foundation gets the blame is suboptimal. Any proposal for change=20 deserves to be examined on its merits. >=20 > I've shown the text to a few people in the meantime, so don't be > surprised if=20 > it has text overlap with other e-mails or reorganization proposals. >=20 > Cheers, Andreas >=20 > ------------ >=20 > Motivation: In recent vivid debates the Gentoo metastructure and the=20 > responsibilities of its organs have been called into question by a > vocal=20 > minority. Compared with how the distribution has been running over the > last=20 > years, most of the proposals aim to adapt reality to organizational=20 > structures. This proposal instead aims - in a very similar way as > Michael's=20 > SPI proposal - to adapt organizational structures to reality. >=20 > Letters [z] are textual footnotes, numbers [9] point to web links as > source=20 > material. Before continuing, the Foundation has an immutable constraint it=20 must operate within. https://wiki.gentoo.org/wiki/Foundation:Articles_of_Incorporation The NM Statues for non Profit Organisations. http://www.sos.state.nm.us/Business_Services/Corporation_Statutes.aspx Just Art 8. There is flexibility where the statues point to the bylaws. >=20 > Proposal: [a] > The Gentoo Foundation bylaws are amended such that: > * Gentoo Foundation trustee positions are appointed by the elected > Gentoo Council via majority vote, for a fixed term. Each appointed=20 > person has to be=20 > confirmed by a yes/no vote of the Foundation members.=20 How does that sit with the requirements of 53-8-18 (on page 45) of=20 the NM statutes? It sounds rather like the democracy in the former Iron Curtain=20 countries. Here=E2=80=99s a list of candidates ... Perhaps I'm just old and cynical and it really doesn't matter. What happens in the event of a 'no' vote of Foundation members, or=20 that council cannot find sufficient people that they are prepared to=20 nominate and who are willing to stand? Council pick up the jobs =E2=80=93 after all, we have seen what happens whe= n=20 the Foundation activities are not performed. What of Foundation Officers? The trustees are the directors ... they provide direction. The officers do the actual work. With a small NPO, there is little distinction but it has worked well in the past when we have been able to separate trustees and officers.=20 > A non-quorate > member vote=20 > (less than 1/3 member participation) counts as confirmation. A simple majority vote by foundation members fine. Its worked since 2008. The reality is if you wait for a quorum of members, you (legally) adjourn the meeting and the adjourned session is automatically quorate. > * The Gentoo Council acts as independent, voter-appointed review and > oversight=20 Won=E2=80=99t this need GLEP 39 to be amended? The council is a =E2=80=98go to=E2=80=99 disputes resolution body. This pro= posal requires=20 it to actively manage the Foundation.=20 > =E2=80=A6 body for the Gentoo Foundation and has full access to Gentoo > Foundation data. Probably not. The council are not trustees, nor officers of the Foundation. Some Foundation data is lawyer/client privileged. The client here is the=20 board and officers that need to know. That excludes council, unless they happen to be officers that need to know. Nothing, at present, excludes individuals serving on council and being=20 Foundation officers concurrently. > It can require regular status updates from Gentoo Foundation trustees > and officers. Everything that can be public has been made public along the way. > * The Gentoo Council can dismiss Gentoo Foundation trustees before > their term=20 > runs out by unanimous vote of Gentoo Council members. The holes thus created need to be filled, How? Council will step in? ... and officers, who may be different individuals? >=20 > Implementation: > While changing the role of the Gentoo Council requires changes to GLEP > 39 and=20 > thereby a vote of all developers, the above changes to the Gentoo > Foundation=20 > bylaws can be implemented by the trustees alone. So, in principle this > change=20 > could be done during the next Gentoo Foundation trustee meeting and be > immediately in effect.=20 Almost. New bylaws need to be drafted reviewed approved and filed with New Mexico. Something at the back of my mind says that we need to serve=20 some notice period to members too, before revised bylaws become effective=20 The effect would not be immediate. >=20 > Rationale (the long part): [b] >=20 > A] Philosophy =E2=80=93 should the =E2=80=9Esuits=E2=80=9C lead? > The main purpose of the Gentoo Foundation is to administrate Gentoo > finances=20 > and protect Gentoo intellectual property. We are talking about two > important=20 > tasks here that require high dedication and are central to the daily=20 > functioning of Gentoo. However, Gentoo is not a corporation, but an > open=20 > source initiative by volunteers. Most people investing time into > Gentoo as=20 > developers [c] are focussing on the technical aspect, and a community > without=20 > code is worthless in our context. I am aware that current trustees are >=20 > investing also much time and effort into technical aspects of Gentoo. > However,=20 > having people direct the course of the distribution due to occupying a > non- > technical, finance and administrative *role* means having the tail wag > the dog.=20 I=E2=80=99ll need to ask =E2=80=9CWhat is Gentoo?=E2=80=9D and =E2=80=9CWho= speaks for Gentoo?=E2=80=9D to=20 respond to that. Its likely we have different viewpoints on the former=20 or we would not be having this discussion. The answer to the second=20 part of the question is linked to the first. > If anything, in a community-driven, non commercial Linux distribution=20 > administration should follow technical requirements. First and foremost administration should follow the legislation. It would be more than unfortunate to do something illegal while following=20 technical requirements. >=20 > B] Practicality =E2=80=93 the two-headed snake > The separation of tasks and responsibilities between Gentoo Council > and the=20 > Gentoo Foundation trustees has worked out fine for years.=20 It works while we are all good friends. > Any one-sided attempt=20 > to change the balance, however, easily provides cause for conflict and > endless=20 > bikeshedding.=20 I don=E2=80=99t see any one sided attempt to change the balance. Only healt= hy=20 discussion about if we should and to what. > This not only binds efforts and slows down decision > processes, but also makes Gentoo as a whole vulnerable to outside=20 > manipulation. By playing the Gentoo Foundation trustees against the=20 > Gentoo Council or > vice=20 > versa, and searching supporters whereever it just suits, third parties > can=20 > induce friction and attempt to work around established procedures. Isn=E2=80=99t that an example of the present arrangement not working? >=20 > C] Mandate =E2=80=93 manifestos and voter perception > Given the background of the previous years and the election manifestos > of the=20 > two 2016 elected Gentoo Foundation trustees [1,2] I see no voter > intent to=20 > extend the powers of the Gentoo Foundation trustees into topics > previously=20 > handled by the Gentoo Council. Conversely, manifestos of the 2016 > elected=20 > Gentoo Council members cover a very wide range of topics > [3,4,5,6,7,8], in=20 > particular including also community oversight and public relations. >=20 > D] Oversight =E2=80=93 past inactivity of the trustees to protect Gentoo > assets > As already stated above, the current role of the Gentoo Foundation and > its=20 > trustees is very important for the daily running of Gentoo =E2=80=93 with= out > it there=20 > would be no infrastructure, no funds for equipment, and so on. > However, past=20 > events (failing to renew corporate registration, failing to submit tax > filings,=20 The corporate registration was renewed on time in 2007. New Mexico lost it after receipt. (That=E2=80=99s newish information to me) > the treasurer disappearing for many months without anyone panicking, > an=20 > apparent 5-digit mismatch in finances) do not really recommend the > Gentoo=20 > Foundation as top level oversight body. On the contrary, a compliance > board=20 > (as in this proposal the Gentoo Council) should be instated which is > able to=20 > oversee and take corrective action. > > E] Legalese =E2=80=93 formal legitimization of the current trustee electi= on > The current method of electing the Gentoo Foundation trustees is > legally=20 > shaky. I have no doubts that the election process fairly expresses the > wishes=20 > of the voters. However, it leads to a rather strange conundrum in the > Gentoo=20 > Foundation bylaws: The bylaws require that the Board of Trustees is > elected by=20 > an annual meeting of the foundation members [Sec. 3.2], which is > supposed to=20 > normally take place on IRC in the #gentoo-trustees channel [Sec. 3.1]. > A=20 > meeting requires a quorum of 1/3 of the members entitled to vote, > =E2=80=9Erepresented=20 > in person=E2=80=9C [Sec. 3.9]. If this is taken verbatim, none of the tru= stees > of the=20 > past years would have been elected; I can't remember any meeting where > a=20 > quorum of foundation *members* would have been present. A completely=20 > different, conflicting set of instructions covering the current method > and=20 > condorcet voting, is set out in a later paragraph [Sec. 5.5]. As you say, meetings of members that fail to reach a quorum should be=20 adjourned.=20 The adjourned session is automatically quorate. >=20 > --------- >=20 >=20 > [a] In case this is not legally possible for a New Mexico nonprofit, a > re- > incorporation in a different legal system (e.g., EU, where many Gentoo >=20 > developers now reside) should be pursued.=20 There is a way. The assets of the existing Foundation can be run down=20 by paying the bills. They cannot be transferred. Its not clear what=20 would happen with the registered marks. As the existing Foundation was run down, so a new entity could be =E2=80=98run up=E2=80=99 elsewhere. This is much the same as would happen if we joined an umbrella=20 organisation and decided to leave again later. >=20 > [b] I have taken the liberty to freely use arguments here which have=20 > originally been posted by, e.g., rich0 or neddyseagoon. Nevertheless, > opinions=20 > expressed here are mine and should not be construed as a Gentoo > Council or=20 > ComRel team statement. Incremental change is usually easiest but its not always the way ahead. >=20 > [c] A developer is a person who has passed the recruitment process and > has a=20 > @gentoo.org e-mail address. This is independent of push access to the > main=20 > Gentoo ebuild repository. >=20 > [1] http://dev.gentoo.org/~dabbott/manifest.html > [2] https://dev.gentoo.org/~prometheanfire/trustee-manifesto.html > [3] https://dev.gentoo.org/~blueness/manifesto-2016.txt > [4] https://dev.gentoo.org/~dilfridge/Manifest-2016.txt > [5] https://archives.gentoo.org/gentoo-project/message/ > 368c35c8337e00d5e22686c782a917b7 > [6] https://dev.gentoo.org/~k_f/Manifest-2016.txt > [7] https://dev.gentoo.org/~rich0/council-manifesto-2016.txt > [8] https://archives.gentoo.org/gentoo-project/message/ > 92961cfdbe56960fa2c78a04662c3547 >=20 Disclaimer: The opinions here are my own and do not represent the opinion of=20 any group I am associated with now or may have been associated with=20 in the past. --=20 Regards, Roy Bamford (Neddyseagoon) a member of elections gentoo-ops forum-mods= --=-5x02dGDWKW8VdWH/7mj9 Content-Type: application/pgp-signature -----BEGIN PGP SIGNATURE----- iQIzBAABCAAdFiEE8iqN0lnEsghF0U/tVl/TNarc5wkFAlh7joYACgkQVl/TNarc 5wnL0w/5ATQGOp2q0D4sRNqDUVgvWYvalX06kTk9/yNn76hDTn/2IPHxLTgsXVhY vhU00ksJ0DCekbBiH0lg1EmEgFJZSR1pq9G8ZV7geX6C+bRObYWTF21dPA2zVyQO VkY5mf5o9INFwNR41lQgYuopiUUzwMHGF/Kpx6G3Gqln7RIsLP6hH8sm1H58dzyP lbi2cWmdVbv1qRcvrmLE2dteU4ztSWaoUEtnAIQfzBj0/O4UQv9Ou3Yx/SLMAkY+ TtL1FmbCZ2e3MZpIbhgkx/fKEJRYj/U8fqhsBAOynBgKZejmDW6ZjV11gyi189+D XxDmnywsN4x3MNOkExZS0IwzNmLvxneVx8Gwu09eUhoXZef7pIES+W64GYtTOyoF DRFv7y4R7Hw5FR7Yj9KLa+s0bT932V6SEfikpTNh6ugMUXgM8l4deBlzhnU6GcUU lFmwHZ+IR5uRI9+QGY1ubV5o0Dz2A94LBdhaeRYDu2q47GqqQ7731mP7N3tCcVrq obZkEgZMmsLQ6snZ+yfbCTQFoI9sUZzRPqsTAVaRRffrz2TGShZM4ske5nxeWzZa ISH3uJNcocC6YhW8tM0NJtON4MAPP8MYCitwSGyzwUaCCynA5N/JaFJcnSlQY3R9 bTuHKFYO1WRaKz+iszoh/ifM3z1H0c31Cpm1Q0xw31bf1DB1MYs= =n8O2 -----END PGP SIGNATURE----- --=-5x02dGDWKW8VdWH/7mj9--