[gentoo-project] Merging Trustees and Council / Developers and Foundation - 1.0 reply

[gentoo-project] Merging Trustees and Council / Developers and Foundation - 1.0 reply

[Matthew Thode]

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I'm separating out this email to contain just the responses to various
questions and concerns.  I'll send another separate thread with the
updated text.

1. External control of Gentoo.

  I don't think there's much stopping us from investigating this as a
possible option in the future but I think that this is mostly orthogonal
to this proposal.  Whatever the new 'board' would do would would just be
reduced if we do choose external control.

  SPI has been mentioned a couple of times and if anyone wants to
contact them to work something out to propose to the foundation I don't
think there's anything stopping you :D

2. Every developer becoming a member of foundation.

  First, 'developer' in this sense means what used to mean 'staff or
developer'.

  Rich0's proposal to make this optional (I'd like to default to
enabled) seems like a good solution.  We'd still have one voting pool
but simply allow people to opt out.


3. US Embargo.

  We are already a US organization, that, in my non-lawyer mind, means
we already have to deal with this.  Just because a developer is a member
of the project and not directly under the foundation does not mean the
foundation can ignore US embargo policy.

That said, I don't really think this has been a problem in the past and
will likely not be a problem in the future.

4. Why is the existing model bad? (more info)

  We have two voting pools that can be divergent in their goals.  What
would happen if the foundation wanted x and the council wanted !x?

5. We should have a BDFL (more or less)

  I don't agree with this personally and it is not the goal of this
proposal to move to that model.

6. Liability increase by having all devs be members of the Foundation.

  William summed it up pretty well, 'working on the project makes you
and the project more liable than being a member'.

7. Exclusion of the community.

  I don't think this is as much a problem as people think.  The
definition of 'developer' changed about a year ago to mean what used to
be 'staff or developer'.  So anyone who is what used to be called staff
(which I think people applying to the foundation should probably be
considered) would have representation (through their vote).

8. Merging the voting pools.

  The process for this will be better defined in the next version of the
proposal.

9. Members of the 'board' having conflicts with their job.

  I'm, not sure about this as it's likely case by case.  But I
personally don't see this causing much more issues than what is already
caused by working on an open source project.

-- 
Matthew Thode (prometheanfire)


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Re: [gentoo-project] Merging Trustees and Council / Developers and Foundation - 1.0 reply

[Rich Freeman]

On Tue, Jan 10, 2017 at 5:37 PM, Matthew Thode
<prometheanfire@gentoo.org> wrote:
> 1. External control of Gentoo.
>
>   I don't think there's much stopping us from investigating this as a
> possible option in the future but I think that this is mostly orthogonal
> to this proposal.  Whatever the new 'board' would do would would just be
> reduced if we do choose external control.

While this is sort-of true I think it is still worth tackling at the
same time, since if the board has reduced responsibilities that might
be important to people voting for the board.  For example, it is less
useful to have an accountant on the board (say, at the expense of
somebody who is more of a developer) if there won't be any accounting
to do.

It has been pointed out that we might still have to get a lot of
paperwork in order to make a transition to SPI.  I think that is
something we should of course investigate with them, and if it turns
out the case they might be willing to help us with it, or recommend
somebody who has done this in the past for them.  They would also
probably be able to give us a checklist of specific actions that would
need to be completed, which is a lot less nebulous a task than "get
the Foundation in order," and we could probably bid the work out to a
CPA/lawyer or other qualified professional (it is a defined and finite
amount of work with a clear exit strategy).

>   SPI has been mentioned a couple of times and if anyone wants to
> contact them to work something out to propose to the foundation I don't
> think there's anything stopping you :D

That's fair.  I think the onus is always on people putting forward a
proposal to do the legwork, though it was probably still wise to give
the trustees the right of first refusal since it is a
Foundation-related thing.

>
> 9. Members of the 'board' having conflicts with their job.
>
>   I'm, not sure about this as it's likely case by case.  But I
> personally don't see this causing much more issues than what is already
> caused by working on an open source project.
>

I'll just comment that this would be one of the benefits of going the
SPI route (or another such org).  The board would not have the same
legal conflicts as it would if it were actually legally responsible
for a Foundation.

Either way I of course support the general direction of your proposal.
I just think that this is a big enough detail that it shouldn't just
be put on the back burner.

-- 
Rich

Re: [gentoo-project] Merging Trustees and Council / Developers and Foundation - 1.0 reply

[William L. Thomson Jr.]

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On Tuesday, January 10, 2017 4:37:05 PM EST Matthew Thode wrote:
> I'm separating out this email to contain just the responses to various
> questions and concerns.  I'll send another separate thread with the
> updated text.
> 
> 1. External control of Gentoo.
> 
>   I don't think there's much stopping us from investigating this as a
> possible option in the future but I think that this is mostly orthogonal
> to this proposal.  Whatever the new 'board' would do would would just be
> reduced if we do choose external control.

Best to be left to after merge or what ever. This is more a matter for the 
board, and vote of Foundation members. Which hopefully would encourage more 
participation in Foundation matters.

Keep in mind the SPI is run by members, and they highly encourage members of 
any projects they represent to be involved in the SPI. If they are not taking 
part in foundation, not sure they would in SPI. Why I am not sure this is 
really a viable option.

>   SPI has been mentioned a couple of times and if anyone wants to
> contact them to work something out to propose to the foundation I don't
> think there's anything stopping you :D

Nor is there anything stopping anyone from becoming a member of the SPI and 
participating in that organization today. No matter if Gentoo uses the SPI.

"Anyone is eligible to apply for membership in Software in the Public 
Interest, Inc. "
http://www.spi-inc.org/membership/
 
> 5. We should have a BDFL (more or less)
> 
>  I don't agree with this personally and it is not the goal of this
> proposal to move to that model.

This is surely something that could be discussed later and not part of this 
merger. One step at a time. I would think any such role would play into the 
Council and Trustees, as a third entity for say checks and balances.

Could break any potential issues or stalemate between Council and Trustees if 
ever came to such. Not to likely but could also serve as leadership, that the 
Trustees and Council would have to sign off on direction wise.

But again best to leave such to a next step. one thing at a time.

> 7. Exclusion of the community.
> 
>   I don't think this is as much a problem as people think.  The
> definition of 'developer' changed about a year ago to mean what used to
> be 'staff or developer'.  So anyone who is what used to be called staff
> (which I think people applying to the foundation should probably be
> considered) would have representation (through their vote).

There could always be a non-contributing membership for regular community 
members, and that is not saying they are not contributing, just not a 
"developer". That would allow them participation in the Foundation, voting for 
say Trustees, but NOT allow them to vote for say Council or technical aspects.

Though technical things if the community wanted could be passed from Trustees 
to Council. As in Trustee merges both Developer and Community bodies, where 
Council is more focused on Developer and technical aspects. Rather than 
community voicing things to council, could go to Trustees. If Trustees feel 
its something of benefit, Trustees present to Council. Which Council can weight 
community will with that of Developers.
 
> 8. Merging the voting pools.
> 
>   The process for this will be better defined in the next version of the
> proposal.

For now I would say keep separate, as they may have different pools of voters, 
per previous comments or other reason. Merging voting pools  may make things 
more complex. If they opt out of Foundation voting, does that opt them out of 
Council voting?  For the opt out reason alone, this may have to always be 
separate pools.

> 9. Members of the 'board' having conflicts with their job.
> 
>   I'm, not sure about this as it's likely case by case.  But I
> personally don't see this causing much more issues than what is already
> caused by working on an open source project.

Yes, and by laws have provisions on such. If the community/developers really 
feel there is a conflict they can present that to other board members. I think 
the By Laws may need some revision here and more details on conflicts. 
Something for Trustees to work on and deal with, but easily addressed and 
prevented in advance.

https://wiki.gentoo.org/wiki/
Foundation:Bylaws#Section_5.13._Director_Conflicts_of_Interest.


-- 
William L. Thomson Jr.

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Re: [gentoo-project] Merging Trustees and Council / Developers and Foundation - 1.0 reply

[Ulrich Mueller]

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>>>>> On Tue, 10 Jan 2017, Matthew Thode wrote:

> 9. Members of the 'board' having conflicts with their job.

>   I'm, not sure about this as it's likely case by case. But I
> personally don't see this causing much more issues than what is
> already caused by working on an open source project.

It is causing more issues. I need no special permission to serve on
the Council. However, law [1] doesn't allow me any activity in an
"organ" of a corporation, even if that activity is non-paid. I suspect
that getting permission for this could take a long time, since there
may be no precedent for U.S. (or New Mexico) nonprofit corporations.

IIUC, dilfridge is in a similar situation.

Ulrich

[1] Landesbeamtengesetz of Rhineland-Palatinate, § 83 Absatz 1 Satz 2 Nr. 2
    http://landesrecht.rlp.de/jportal/?quelle=jlink&query=BG+RP&psml=bsrlpprod.psml

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Re: [gentoo-project] Merging Trustees and Council / Developers and Foundation - 1.0 reply

[Ulrich Mueller]

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>>>>> On Tue, 10 Jan 2017, William L Thomson wrote:

>> 9. Members of the 'board' having conflicts with their job.
>> 
>> I'm, not sure about this as it's likely case by case. But I
>> personally don't see this causing much more issues than what is
>> already caused by working on an open source project.

> Yes, and by laws have provisions on such. If the
> community/developers really feel there is a conflict they can
> present that to other board members. I think the By Laws may need
> some revision here and more details on conflicts. Something for
> Trustees to work on and deal with, but easily addressed and
> prevented in advance.

I think you misunderstood. The conflict doesn't (only) exist on the
Gentoo side, nor could it be solved there.

Ulrich

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Re: [gentoo-project] Merging Trustees and Council / Developers and Foundation - 1.0 reply

[Matthew Thode]

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On 01/11/2017 01:50 AM, Ulrich Mueller wrote:
>>>>>> On Tue, 10 Jan 2017, Matthew Thode wrote:
> 
>> 9. Members of the 'board' having conflicts with their job.
> 
>>   I'm, not sure about this as it's likely case by case. But I
>> personally don't see this causing much more issues than what is
>> already caused by working on an open source project.
> 
> It is causing more issues. I need no special permission to serve on
> the Council. However, law [1] doesn't allow me any activity in an
> "organ" of a corporation, even if that activity is non-paid. I suspect
> that getting permission for this could take a long time, since there
> may be no precedent for U.S. (or New Mexico) nonprofit corporations.
> 
> IIUC, dilfridge is in a similar situation.
> 
> Ulrich
> 
> [1] Landesbeamtengesetz of Rhineland-Palatinate, § 83 Absatz 1 Satz 2 Nr. 2
>     http://landesrecht.rlp.de/jportal/?quelle=jlink&query=BG+RP&psml=bsrlpprod.psml
> 

Ya, I'm not sure about that.  How does being a developer work then?
That's basically an organ of a corp in my mind.

-- 
Matthew Thode (prometheanfire)


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Re: [gentoo-project] Merging Trustees and Council / Developers and Foundation - 1.0 reply

[Kristian Fiskerstrand]

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On 01/11/2017 11:03 AM, Matthew Thode wrote:
> Ya, I'm not sure about that.  How does being a developer work then?
> That's basically an organ of a corp in my mind.

Legally very separate matters to be on board vs contributing in
non-legal forms. I have similar restrictions and reporting requirements.

-- 
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 - 1.0 reply

[Matthew Thode]

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On 01/11/2017 01:50 AM, Ulrich Mueller wrote:
>>>>>> On Tue, 10 Jan 2017, Matthew Thode wrote:
> 
>> 9. Members of the 'board' having conflicts with their job.
> 
>>   I'm, not sure about this as it's likely case by case. But I
>> personally don't see this causing much more issues than what is
>> already caused by working on an open source project.
> 
> It is causing more issues. I need no special permission to serve on
> the Council. However, law [1] doesn't allow me any activity in an
> "organ" of a corporation, even if that activity is non-paid. I suspect
> that getting permission for this could take a long time, since there
> may be no precedent for U.S. (or New Mexico) nonprofit corporations.
> 
> IIUC, dilfridge is in a similar situation.
> 
> Ulrich
> 
> [1] Landesbeamtengesetz of Rhineland-Palatinate, § 83 Absatz 1 Satz 2 Nr. 2
>     http://landesrecht.rlp.de/jportal/?quelle=jlink&query=BG+RP&psml=bsrlpprod.psml
> 

On second thought, I think that under the board there will still be a
council for general technical matters that you would still be electable
towards.  In the next version of this (1.1) I think I'm leaning towards
the 'board' being what is currently trustees + hr(comrel) + pr + infra.
Under that would go what is currently being done by council.

I think rich0 proposed the merged board having the functionality of both
council and trustees, but I'm not sure that'd work with your concerns.

-- 
Matthew Thode (prometheanfire)


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Re: [gentoo-project] Merging Trustees and Council / Developers and Foundation - 1.0 reply

[Matthias Maier]

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Hi Matthew,

On Wed, Jan 11, 2017, at 04:59 CST, Matthew Thode <prometheanfire@gentoo.org> wrote:

[...]

> I think I'm leaning towards
> the 'board' being what is currently trustees + hr(comrel) + pr + infra.
> Under that would go what is currently being done by council.

I am a bit astonished by the sudden proposal to centralize more power
under the Gentoo Foundation, A US based non-profit. As was laid out by
ulm and dilfridge, there are a number of severe legal uncertainties for
non-US citizens participating in such a construct and frankly speaking I
do not see the need for it. On the contrary.

 - It is my firm believe that it is *vital* for an open source project
   that essentially consists of volunteers from around the world to be
   organized as a community and not as a legal entity under some
   jurisdiction.

   Therefore the status quo makes a lot of sense:

     - the developer community organizing itself

     - the Foundation taking care of legal matters (finances and
       infrastructure) that need a legal entity in some jurisdiction

   The vital bit is the fact that the developer community is
   self-organizing and this includes the power to decide who is a member
   and who is not.

 - Now, all you essentially propose is to shift the "hr(comrel)" part to
   the Foundation - all the rest (trustees, pr, and infra) it is already
   in charge of.

   So, why is it important to give the Foundation the power to decide
   over the "hr" part of the Gentoo developer community? 

   If it is just about comrel, well, we can easily reorganize comrel
   into an elected body (by the Gentoo developer community) similarly to
   the council.

   I do not see any necessity for the Foundation to be involved in the
   self organization of the developer community. On the contrary, there
   is the danger that a strengthened Foundation will severely undermine
   the authority of our developer community procedures, with

     - trustees being able to overrule the council on technical and
       community decisions

     - trustees being able to overrule our (developer) recruiting
       process

So, as  a trustee (and the one proposing this move), why do you want to
have this power presiding over the developer community?

Best,
Matthias

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Re: [gentoo-project] Merging Trustees and Council / Developers and Foundation - 1.0 reply

[Raymond Jennings]

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On Wed, Jan 11, 2017 at 4:24 AM, Matthias Maier <tamiko@gentoo.org> wrote:

> Hi Matthew,
>
> On Wed, Jan 11, 2017, at 04:59 CST, Matthew Thode <
> prometheanfire@gentoo.org> wrote:
>
> [...]
>
> > I think I'm leaning towards
> > the 'board' being what is currently trustees + hr(comrel) + pr + infra.
> > Under that would go what is currently being done by council.
>
> I am a bit astonished by the sudden proposal to centralize more power
> under the Gentoo Foundation, A US based non-profit. As was laid out by
> ulm and dilfridge, there are a number of severe legal uncertainties for
> non-US citizens participating in such a construct and frankly speaking I
> do not see the need for it. On the contrary.
>
>  - It is my firm believe that it is *vital* for an open source project
>    that essentially consists of volunteers from around the world to be
>    organized as a community and not as a legal entity under some
>    jurisdiction.
>
>    Therefore the status quo makes a lot of sense:
>
>      - the developer community organizing itself
>
>      - the Foundation taking care of legal matters (finances and
>        infrastructure) that need a legal entity in some jurisdiction
>
>    The vital bit is the fact that the developer community is
>    self-organizing and this includes the power to decide who is a member
>    and who is not.
>
>  - Now, all you essentially propose is to shift the "hr(comrel)" part to
>    the Foundation - all the rest (trustees, pr, and infra) it is already
>    in charge of.
>
>    So, why is it important to give the Foundation the power to decide
>    over the "hr" part of the Gentoo developer community?
>
>    If it is just about comrel, well, we can easily reorganize comrel
>    into an elected body (by the Gentoo developer community) similarly to
>    the council.
>
>    I do not see any necessity for the Foundation to be involved in the
>    self organization of the developer community. On the contrary, there
>    is the danger that a strengthened Foundation will severely undermine
>    the authority of our developer community procedures, with
>
>      - trustees being able to overrule the council on technical and
>        community decisions
>
>      - trustees being able to overrule our (developer) recruiting
>        process
>
> So, as  a trustee (and the one proposing this move), why do you want to
> have this power presiding over the developer community?
>
> Best,
> Matthias
>

What concerns me is that this post seems to indicate a degree of concern
that the foundation might not have the best interests of the gentoo
developer community at heart.

Isn't it the foundation's job to advance gentoo's cause?  And wouldn't that
make the developer community a ward of sorts that it's the foundation's job
to protect?

I would like to ask why the foundation having power over HR issues is even
a problem to begin with.

I will say that I think better communication is a good thing between the
foundation and the developer community, perhaps monthly meetings between
trustees and council would be good.

But I would be very surprised to see them as enemies of the developers in
any sense of the word.

I find it alarming that foundation trustees are even being hinted as a
potential enemy.  The solution is better communication, not a standoff that
would provoke a civil war of sorts.

The details may work out later but seriously...why exactly would we be
afraid of the trustees having this power?

I ask this of everyone.  What would motivate the trustees to use this or
any other power in a manner detrimental to Gentoo?

This isn't a rhetorical question either.  If the trustees cannot truly be
trusted, then I think that would raise a serious set of questions of its
own.

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Re: [gentoo-project] Merging Trustees and Council / Developers and Foundation - 1.0 reply

[Rich Freeman]

On Wed, Jan 11, 2017 at 7:24 AM, Matthias Maier <tamiko@gentoo.org> wrote:
>
> On Wed, Jan 11, 2017, at 04:59 CST, Matthew Thode <prometheanfire@gentoo.org> wrote:
>
>> I think I'm leaning towards
>> the 'board' being what is currently trustees + hr(comrel) + pr + infra.
>> Under that would go what is currently being done by council.
>
> I am a bit astonished by the sudden proposal to centralize more power
> under the Gentoo Foundation, A US based non-profit. As was laid out by
> ulm and dilfridge, there are a number of severe legal uncertainties for
> non-US citizens participating in such a construct and frankly speaking I
> do not see the need for it. On the contrary.
>
>  - It is my firm believe that it is *vital* for an open source project
>    that essentially consists of volunteers from around the world to be
>    organized as a community and not as a legal entity under some
>    jurisdiction.
>

I do think that having some kind of legal presence in the US is a
necessary evil [1].

However, I think we need to decide as a community whether:
1.  We're mainly a bunch of people working on a linux distro that
happens to need some kind of legal side to it to pay the bills of
running servers and holding IP so that somebody doesn't try to take
them away from us.
or
2.  We're mainly a non-profit Foundation that happens to produce a linux distro.

Don't get me wrong, there are lots of things a legal organization
could do besides the bare minimums, as William has pointed out.
However, we've struggled to just keep the lights on legally and some
argue that we aren't even doing that.

Having an umbrella organization is a way to keep the focus on #1,
while still having most of the benefits of #2.  IMO it would also let
people who are interested in that side of things focus more on
higher-value stuff like organizing conferences and PR and such, and
less on whether our 990s have been filed and balancing the books.
Also, when a legal question does come up instead of endless armchair
lawyering on the lists we could just have the umbrella org refer to
their staff counsel, and most of the time the legal issues would be
already taken care of in boilerplate policies they provide.

Rich

-----------------


1 - On why having some kind of legal presence is a necessary evil:

Necessary:
a. The US tends to enforce IP law extra-territorially.  That means
that if somebody ELSE managed to get control over the
trademarks/copyrights in the US, they could probably use it fairly
effectively against us even if we had no US physical presence.  The
fact that we're not doing a whole lot with the IP doesn't mean that
somebody else couldn't.
b. The flip side of this is that holding IP in the US also allows us
to have a bit of a hammer if somebody is misrepresenting themselves as
us and damaging our reputation.  It is a useful option to have even if
most of us would prefer that we seldom use it.

Evil:
a. Having any kind of legal existence involves overhead, and the sorts
of effort that most Gentoo volunteers are ill-equipped to do, or may
not desire to do.  While an umbrella org involves a lot less overhead
it still will involve some.
b. Having any kind of legal existence, especially in the US, subjects
us to legal controls that limit our freedom of action.  We had
somebody who wanted to be a dev from Iran years ago and this created
all kinds of headaches.  Everybody wanted to find some kind of way to
make them a dev but nobody could really find a way to make it
low-risk.  Whether that was because we were incompetent or because it
simply was impossible the fact is that if we didn't have a legal
existence with assets we wouldn't have even had to deliberate the
matter.  Fortunately embargoes are trending down at the moment, and
crypto is no longer the issue it used to be, but problems like this
will always exist.

-- 
Rich

Re: [gentoo-project] Merging Trustees and Council / Developers and Foundation - 1.0 reply

[Michał Górny]

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Hi, all.

Since this is getting quite exhaustive, here's my point on the proposal
as it is hinted now, and a counter-proposal.

TL;DR:

1. I do not mind encouraging more developers to join the Foundation, or
even making it opt-out. However, I do oppose discriminating developers
who decide not to join the Foundation.

2. I agree on having a single pool of voters. However, I believe those
should be limited to active Gentoo developers, independently of
Foundation membership.

3. I don't think merging the Council and Trustees is a good idea.
The two projects have divergent goals and different qualities expected
from members.

Long rationale below.


Foundation membership
=====================

First of all, I'd like to point out how I see the 'problem' of many
developers not being part of the Foundation. I think that in most
cases, it's just a matter of 'simplicity': why would I bother joining
Gentoo Foundation if it does not affect my Gentoo work?

I think that many Gentoo developers, especially foreigners, have
serious doubts about implications of being a Foundation member. Even if
elaborate US lawyers can claim otherwise, we're talking about local law
here, and for example I had enough of the law without having to wonder
about the implications of formal foreign non-profit corporation
membership.

So if anyone thinks that developers not being Foundation members are
a problem, then I think it's best solved by spreading more information
about the Foundation and encouragement, not attempting to force people
in.

If you believe that it is legally safe for any foreigner to be
a Foundation member, then I think it'd be reasonable for recruiters (or
mentors) to propose that to new developers, and support their effort in
joining.

However, I oppose making it obligatory or giving special privileges to
Foundation members. As long as there is no lawful reason to require
anyone to be a Foundation member to do X, I don't think we should
enforce that. And unless I'm mistaken, not even Trustees are legally
required to be members of the Foundation (modulo current Bylaws):

| Directors need not be residents of New Mexico or members of
| the corporation unless the articles of incorporation or the bylaws
| so require.

http://www.sos.state.nm.us/uploads/files/Corporations/ch53Art8.pdf


Single pool of voters
=====================

I agree that having two disjoint pools of voters for two important
boards running Gentoo might be bad. However, following the point made
above I don't think that Foundation membership should be relevant to
the ability to vote.

Therefore, I think it would be best if both the Council and Trustees
were elected by active Gentoo developers, in a manner consistent with
how Council is elected nowadays.

This removes the current Foundation members who are not developers from
the voter pool. I'm sorry but I believe it's more appropriate that
people who actively develop Gentoo (and have proven to understand its
the organizational structure via passing the quizzes) get a vote
in deciding how Gentoo is run.

While I believe it's important to remember the history of Gentoo
and acknowledge past contributions to it, I don't think that solely
past contributions should imply the ability to decide (however
indirectly) how Gentoo is run nowadays.


Merged Council and Trustees
===========================

I find this one a really bad idea. I believe that both of these boards
have different goals and therefore require different qualities from
people forming them.

As I see it, Trustees focus on legal and financial matters,
and therefore it is important that they have good knowledge of laws
applying to the Foundation and/or accounting. It is likely beneficial
for a Trustee to be a resident of the USA, and (as has been pointed
out) probably not everyone is legally entitled to be one.

Council, on the other hand, focuses on technical (and quasi-social)
matters. It's important for Council members to be capable of good
judgment both on technical and community matters, and being able to
provide resolutions that are beneficial to the community. The location
is pretty much irrelevant here, and the role could be considered
informal by many.

Now, merging the two institutions would create a board that has a wider
range of responsibilities, and require all of these qualities together.
I'm not convinced this will work for us.

In particular, I see the following potential problems:

1. Some developers will reject nominations to the Board because of
legal implications (either inability to be formally a director, or just
lack of qualities needed for a Trustee) even though they would
otherwise be elected Council members. You can find these developers in
the current Council.

2. The board will have to have members competent in law and/or
accounting. It is possible that those members will lack the skills
necessary for Council, yet they would have the same vote on
Council-relevant matters.

3. In a pathological case, the voting could result in the board having
no members competent in Trustee business (i.e. purely Council-like
board). What will happen then?

I don't think those issues could be solved without splitting the board
further. And once we start splitting it, we get back to where we are
now, so why are we changing anything?


Summary
=======

To be honest, I don't really know what problem is being solved here.
The only problem I've been able to notice so far was the possible
disagreement between the voter pool for the Council and Trustees which
I think we can merge without any drastic measures.

However, I disagree that merging the pools would result in Council
and Trustees getting implicitly merged. They would still have
different areas of responsibility and required qualities, and therefore
the developers are still likely to find different people appropriate.

That said, I don't have an opinion on disallowing a single person from
being on both boards. I don't think it's strictly necessary for any
body in Gentoo as long as the relevant person is going to respectfully
withdraw his vote when a potential conflict of interest arises.

I have yet to see the final proposal to throw my vote but I already
start to dislike the direction it is heading towards. With no good
rationale, and no good problem statement it seems like a change for
the sake of changing things and/or replacing people.

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

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Re: [gentoo-project] Merging Trustees and Council / Developers and Foundation - 1.0 reply

[William L. Thomson Jr.]

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On Wednesday, January 11, 2017 4:59:49 AM EST Matthew Thode wrote:
>
> On second thought, I think that under the board there will still be a
> council for general technical matters that you would still be electable
> towards.

I think in any merge it would be best to keep existing structure, just unify 
and have means for them to work together rather than in their own silo.

> In the next version of this (1.1) I think I'm leaning towards
> the 'board' being what is currently trustees + hr(comrel) + pr + infra.
> Under that would go what is currently being done by council.
> 
> I think rich0 proposed the merged board having the functionality of both
> council and trustees, but I'm not sure that'd work with your concerns.

I think merging Trustees and Council is a mistake. It would reduce any checks 
and balances, and combine focus of the two bodies, possibly getting less done.

I see the Council as more running the project, and Trustees overseeing such, 
helping where they can, etc. Each can have their own roles duties, but the 
Council still being the main/core entity leading the project technically.

-- 
William L. Thomson Jr.

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Re: [gentoo-project] Merging Trustees and Council / Developers and Foundation - 1.0 reply

[Michał Górny]

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On Wed, 11 Jan 2017 04:59:49 -0600
Matthew Thode <prometheanfire@gentoo.org> wrote:

> On 01/11/2017 01:50 AM, Ulrich Mueller wrote:
> >>>>>> On Tue, 10 Jan 2017, Matthew Thode wrote:  
> >   
> >> 9. Members of the 'board' having conflicts with their job.  
> >   
> >>   I'm, not sure about this as it's likely case by case. But I
> >> personally don't see this causing much more issues than what is
> >> already caused by working on an open source project.  
> > 
> > It is causing more issues. I need no special permission to serve on
> > the Council. However, law [1] doesn't allow me any activity in an
> > "organ" of a corporation, even if that activity is non-paid. I suspect
> > that getting permission for this could take a long time, since there
> > may be no precedent for U.S. (or New Mexico) nonprofit corporations.
> > 
> > IIUC, dilfridge is in a similar situation.
> > 
> > Ulrich
> > 
> > [1] Landesbeamtengesetz of Rhineland-Palatinate, § 83 Absatz 1 Satz 2 Nr. 2
> >     http://landesrecht.rlp.de/jportal/?quelle=jlink&query=BG+RP&psml=bsrlpprod.psml
> >   
> 
> On second thought, I think that under the board there will still be a
> council for general technical matters that you would still be electable
> towards.  In the next version of this (1.1) I think I'm leaning towards
> the 'board' being what is currently trustees + hr(comrel) + pr + infra.
> Under that would go what is currently being done by council.

I'm sorry but I feel like I'm completely lost here. If the board is not
actually to be a separate entity, then what is changing exactly?
And what's the problem being solved, now?

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

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Re: [gentoo-project] Merging Trustees and Council / Developers and Foundation - 1.0 reply

[William L. Thomson Jr.]

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On Wednesday, January 11, 2017 6:24:06 AM EST Matthias Maier wrote:
>
> I am a bit astonished by the sudden proposal to centralize more power
> under the Gentoo Foundation, A US based non-profit. As was laid out by
> ulm and dilfridge, there are a number of severe legal uncertainties for
> non-US citizens participating in such a construct and frankly speaking I
> do not see the need for it. On the contrary.

This is not a power play, just an organizational change to a proper structure 
like most any other project. The US is the champion of Freedom, maybe after 
France. The Free Software movement basically originates from the US. All of 
the entities for the FOSS community reside in the US, SLFC, SPI, and EFF.

I think allot of this non-US citizen concern is well over blown and not 
justified. Other FOSS projects would have the same issues. NONE of this stuff 
is unique to Gentoo.

>  - It is my firm believe that it is *vital* for an open source project
>    that essentially consists of volunteers from around the world to be
>    organized as a community and not as a legal entity under some
>    jurisdiction.

Take a look at any major project and you will see it has a legal entity. You 
have to have such to project the IP at minimum, logo, etc.

>    Therefore the status quo makes a lot of sense:

It never has, people can try to justify it all they want. But NOTHING else has 
the structure of Gentoo. No project, entity, nothing in the world. Its long 
time this be corrected.

Don't take my word look for examples of anything like or the same as Gentoo's 
structure.

>      - the developer community organizing itself
> 
>      - the Foundation taking care of legal matters (finances and
>        infrastructure) that need a legal entity in some jurisdiction

Developers cause legal liability for the Foundation. Having them separate yet 
having people be legally responsible for others does not make any sense.

Why would I want to be liable for your actions, when you are totally separate?

>    The vital bit is the fact that the developer community is
>    self-organizing and this includes the power to decide who is a member
>    and who is not.

Again why should anyone take on legal liability of the developers then?

>  - Now, all you essentially propose is to shift the "hr(comrel)" part to
>    the Foundation - all the rest (trustees, pr, and infra) it is already
>    in charge of.

Comrel can cause legal liability. If they take action against someone that 
amounts to defamation, a individual can sue.

The Council is best left to technical matters. If it is a technical dispute 
let council deal. If not then why not let Trustees handle that. I think most 
council members would welcome that, maybe not. But Council and Trustees can 
work TOGETHER. It need not be a this one does that this one does this, with no 
overlap.

>    So, why is it important to give the Foundation the power to decide
>    over the "hr" part of the Gentoo developer community?

Legal liability. Comrel may need to limit its actions if it increase liability 
on the Foundation. This is in the Trustees right and duty to project Gentoo 
from such legal actions.
 
>    If it is just about comrel, well, we can easily reorganize comrel
>    into an elected body (by the Gentoo developer community) similarly to
>    the council.

It is not, and just as Comrel actions can cause liability for the Foundation, 
so can Developer actions.

>    I do not see any necessity for the Foundation to be involved in the
>    self organization of the developer community. On the contrary, there
>    is the danger that a strengthened Foundation will severely undermine
>    the authority of our developer community procedures, with
> 
>      - trustees being able to overrule the council on technical and
>        community decisions

This can already happen now. The Foundation is the legal body of Gentoo. The 
council nor developers have any legal recourse against the Foundation or 
Board.

If the Trustees did such, likely would have good reason and it is their duty 
to uphold the Gentoo Social Contract.

>      - trustees being able to overrule our (developer) recruiting
>        process

Again they have legal power to do such. They are the legal representatives, 
and if overruling prevents or limits liability then it should be done.

> So, as  a trustee (and the one proposing this move), why do you want to
> have this power presiding over the developer community?

It really is just about proper organization. Not some power play. I would hope 
it would lead to increase cooperation between both and help further Gentoo.

-- 
William L. Thomson Jr.

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Re: [gentoo-project] Merging Trustees and Council / Developers and Foundation - 1.0 reply

[William L. Thomson Jr.]

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On Wednesday, January 11, 2017 9:07:45 AM EST Rich Freeman wrote:
>
> However, I think we need to decide as a community whether:
> 1.  We're mainly a bunch of people working on a linux distro that
> happens to need some kind of legal side to it to pay the bills of
> running servers and holding IP so that somebody doesn't try to take
> them away from us.
> or
> 2.  We're mainly a non-profit Foundation that happens to produce a linux
> distro.

I like to put it as,

1. Professional organization working on producing a top notch solutions.

2. Bunch of techies working on some niche tech that is not mainstream and not 
seen or run as a professional organization.

-- 
William L. Thomson Jr.

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Re: [gentoo-project] Merging Trustees and Council / Developers and Foundation - 1.0 reply

[William L. Thomson Jr.]

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On Wednesday, January 11, 2017 4:11:29 PM EST Michał Górny wrote:
>
> I'm sorry but I feel like I'm completely lost here. If the board is not
> actually to be a separate entity, then what is changing exactly?
> And what's the problem being solved, now?

1. Clarify the structure of Gentoo and eliminate this perception of 2 headed 
beast. Having two entities in silo's. Mostly a mental change, as this 
structure someone exists already.

2. Solving the problem of having 2 top level entities for a project that are 
not unified nor working together, etc. It is an initial step, mostly a logical 
one. Next would be on having them work together, duties, roles, checks and 
balances, etc.

People keep seeing things as 2 entities but there really is 1 Gentoo. 
Foundation owns it all, is legally responsible, and liable. Thus is just 
unifying that structure. People are making it out to be more.

Now if voting pools are unified, and things like council and Trustees merge, 
this will be a much bigger more contestable change. Right now it is mostly a 
superficial change, and first step.

Next steps may be more controversial and have more of an impact. This really 
would not have any if nothing changes other than how people see Gentoo. Since 
this is how things are now, just most do not agree that it is such. This is 
bringing everyone into agreeance really, superficial change.

-- 
William L. Thomson Jr.

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Re: [gentoo-project] Merging Trustees and Council / Developers and Foundation - 1.0 reply

[Raymond Jennings]

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Personally I think that the organization should be as follows

1.  Foundation, with members

a.  A member of the foundation is anyone who has proven more than passing
contribution to gentoo and who proves continuing interest in its future.
b.  Foundation members elect trustees
c.  Trustees vote on global issues affecting the foundation and gentoo as a
whole
d.  Trustees also maintain the bylaws that govern other structures of gentoo

2.  Departments/special projects/trustee supervised roles

Exact terminology for this is fuzzy, but basically, I think there are
certain roles that should not be limited only to
developers/codemonkey/techie types

a.  HR roles

HR is a very much non technical duty and I don't think it's proper to
restrict entirely to developers with commit access.

Nor do I think that the only people who should have a voice in gentoo's
future are techies who know how to code and bang out ebuilds.

This HR role would include recruiters, comrel, and undertakers.

b.  Infra

Anything that directly affects whether developers can do their jobs should
not be limited entirely to developers.  Having an "outside" oversight not
within the developer community itself would also insulate such an essential
role from nasty politics.

c.  PR

d.  Anything else important to gentoo but which does not necessarily
require technical expertise or ebuild wrangling skills or what have you.

3.  A council, elected by ebuild wranglers/techies, to decide on global
issues of a technical nature

As we have it now.  Someone needs to be a technical standards body, and
democratically speaking it should be a group accountable to the people
using the standards in question.

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Re: [gentoo-project] Merging Trustees and Council / Developers and Foundation - 1.0 reply

[William L. Thomson Jr.]

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On Wednesday, January 11, 2017 3:46:34 PM EST Michał Górny wrote:
>
> 1. I do not mind encouraging more developers to join the Foundation, or
> even making it opt-out. However, I do oppose discriminating developers
> who decide not to join the Foundation.

There should not be any discrimination. Just an understanding by opting out 
you give up your voice/vote.
 
> 2. I agree on having a single pool of voters. However, I believe those
> should be limited to active Gentoo developers, independently of
> Foundation membership.

If one pool, not sure you can opt out of Foundation. Since that means you 
cannot vote for Foundation, then you may no be able to vote for Council.

Plus may be contestable to merge beyond the voting issue. Easier to not merge 
and leave as is now.

Also most projects give means for people outside to be part of the project. 
Non-contributing members. Why should members of the community not have any 
say? It is just a vote. The Trustees would have to present to Council and 
those two bodies decide if it is best for Gentoo.

Only reason to not give the community any representation is to say we do not 
care what you think, you have no say in Gentoo. Only those with a vested 
interest have a say. It is one way to go but not a very open way IMHO.

Gentoo should welcome everyone's input. Some may have technical contributions, 
others documentation. Maybe some have good ideas for Gentoo.

> 3. I don't think merging the Council and Trustees is a good idea.
> The two projects have divergent goals and different qualities expected
> from members.

Yes, do not merge, but provide means for them to work together for the benefit 
of all, and Gentoo over all.
 
> First of all, I'd like to point out how I see the 'problem' of many
> developers not being part of the Foundation. I think that in most
> cases, it's just a matter of 'simplicity': why would I bother joining
> Gentoo Foundation if it does not affect my Gentoo work?

Because you care about Gentoo. You care to see your work protected and not 
another taking credit and profiting from your work.

Without a Foundation per se, someone could take your work, say it was there 
own. Potentially selling such and making a profit. The Foundation is there to 
protect you, your work/contributions, etc.
 
Also to make sure you are not sued personally for your work. Though most FOSS 
software has disclaimer for such. By contributing to Gentoo per se, Gentoo 
takes that liability from you.

> I think that many Gentoo developers, especially foreigners, have
> serious doubts about implications of being a Foundation member. Even if
> elaborate US lawyers can claim otherwise, we're talking about local law
> here, and for example I had enough of the law without having to wonder
> about the implications of formal foreign non-profit corporation
> membership.

If you had a legal issue around FOSS who would you turn to? Does the EFF or 
SLFC have an entity in your country? This is a problem any project would face.

> So if anyone thinks that developers not being Foundation members are
> a problem, then I think it's best solved by spreading more information
> about the Foundation and encouragement, not attempting to force people
> in.

If the Foundation does more for Gentoo and there is benefit to Gentoo 
Developers. They may look to participate on their own as they would be 
motivated to join.

This is one of the problems, with the Foundation being seen as separate with 
"boring" duties and mission. Very few over many years have ever taken interest 
in Foundation matters. The less the Foundation does, the more it will be 
irrelevant to most. The more the Foundation is active, the more it will 
attract interest.

> If you believe that it is legally safe for any foreigner to be
> a Foundation member, then I think it'd be reasonable for recruiters (or
> mentors) to propose that to new developers, and support their effort in
> joining.

If they can legally be a developer, they should be able to legally be a 
member. Recruiters should be providing more support all around IMHO.
Which present recruiters may be doing now, a comment from past interactions.

> However, I oppose making it obligatory or giving special privileges to
> Foundation members.

There would likely never be special privileges. Just a vote.

> As long as there is no lawful reason to require
> anyone to be a Foundation member to do X, I don't think we should
> enforce that. And unless I'm mistaken, not even Trustees are legally
> 
> required to be members of the Foundation (modulo current Bylaws):
> | Directors need not be residents of New Mexico or members of
> | the corporation unless the articles of incorporation or the bylaws
> | so require.
> 
> http://www.sos.state.nm.us/uploads/files/Corporations/ch53Art8.pdf

That would mean if a Developer who opted out of Foundation membership could 
still run and be elected as a Trustee. Which would likely give them 
membership, opt them back in.

> 
> Single pool of voters
> =====================
> 
> I agree that having two disjoint pools of voters for two important
> boards running Gentoo might be bad. However, following the point made
> above I don't think that Foundation membership should be relevant to
> the ability to vote.
> 
> Therefore, I think it would be best if both the Council and Trustees
> were elected by active Gentoo developers, in a manner consistent with
> how Council is elected nowadays.

It could be best, but could also result in a insiders only club.

> This removes the current Foundation members who are not developers from
> the voter pool. I'm sorry but I believe it's more appropriate that
> people who actively develop Gentoo (and have proven to understand its
> the organizational structure via passing the quizzes) get a vote
> in deciding how Gentoo is run.

I think it is  a big mistake to limit things to Developers only. I am not 
aware of any Developers with say a legal background. What if members of the 
community do? Should they really be excluded?

Developers do not always know best, and are not versed in all fields. This is a 
close minded approach to only allowing a voice from within. Also what does it 
say to the community?

There could be users of Gentoo who have more experience than new developers. 
Their experience or patronage matters not? Who cares what you develop if no 
one uses it, it does not really matter does it?

> While I believe it's important to remember the history of Gentoo
> and acknowledge past contributions to it, I don't think that solely
> past contributions should imply the ability to decide (however
> indirectly) how Gentoo is run nowadays.

A day will come when you may not contribute anymore. Does that mean all your 
past contributions immediately become worthless? Does that mean your 
experience in the project did not result in any wisdom you could share with 
others?

> 
> Merged Council and Trustees
> ===========================
> 
> I find this one a really bad idea. I believe that both of these boards
> have different goals and therefore require different qualities from
> people forming them.

I agree, do not merge, just have them work together but separate agendas and  
duties.

> As I see it, Trustees focus on legal and financial matters,
> and therefore it is important that they have good knowledge of laws
> applying to the Foundation and/or accounting. It is likely beneficial
> for a Trustee to be a resident of the USA, and (as has been pointed
> out) probably not everyone is legally entitled to be one.

The President and several have resided outside the US. I think its more a 
requirement for Officers than Trustees to be in the US.

> Council, on the other hand, focuses on technical (and quasi-social)
> matters. It's important for Council members to be capable of good
> judgment both on technical and community matters, and being able to
> provide resolutions that are beneficial to the community. The location
> is pretty much irrelevant here, and the role could be considered
> informal by many.

Council also needs to work with Trustees to ensure such is not taking on legal 
liability.

> Now, merging the two institutions would create a board that has a wider
> range of responsibilities, and require all of these qualities together.
> I'm not convinced this will work for us.

It would not and would be bad. Plus a much bigger change and be much more 
contestable with many more issues.

> Summary
> =======
> 
> To be honest, I don't really know what problem is being solved here.
> The only problem I've been able to notice so far was the possible
> disagreement between the voter pool for the Council and Trustees which
> I think we can merge without any drastic measures.

Most do not understand the problems, the liability issues, or how 
organizations are organized. This is some what a result of the over all issue. 
It is a strange structure that leads to confusion. It does not lead to 
Trustees and Council working together on matters.
 
> However, I disagree that merging the pools would result in Council
> and Trustees getting implicitly merged. They would still have
> different areas of responsibility and required qualities, and therefore
> the developers are still likely to find different people appropriate.
> 
> That said, I don't have an opinion on disallowing a single person from
> being on both boards. I don't think it's strictly necessary for any
> body in Gentoo as long as the relevant person is going to respectfully
> withdraw his vote when a potential conflict of interest arises.

There is issue with someone being on both Trustees and Council. For reasons of 
liability and other. I was a big proponent of provisions in the by laws to not 
allow such. I would strongly oppose it.

If for no other reason than someone wearing to hats for top level entities 
will end up neglecting one if they are short on time. Neither Council nor 
Trustees should ever be neglected. Therefore someone should never be on both. 
You are splitting your time and focus and that should not happen.
 
> I have yet to see the final proposal to throw my vote but I already
> start to dislike the direction it is heading towards. With no good
> rationale, and no good problem statement it seems like a change for
> the sake of changing things and/or replacing people.

Keep something in mind. Trustees could, not saying they would, change legal 
and structure aspects of Gentoo with no opposition. If you were not happy, if 
you are not a member of the Foundation as it stands now. You could do nothing 
legally, Nor could the council or anyone.

Acting like the Foundation is just a steward is a misnomer. It is good the 
Trustees are seeking feedback and approval but they are not legally required 
to do such. Once elected they do have legal authority to enact their will.

Thus it is really in everyone's best interest to take part in the Foundation. 
Help unify and correct this logical separation. Get the two entities working 
together and Gentoo moving along :)

-- 
William L. Thomson Jr.

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Re: [gentoo-project] Merging Trustees and Council / Developers and Foundation - 1.0 reply

[Raymond Jennings]

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Also to be clear, I'm not advocating that ​council and trustees be seprate
heads.

I think the foundation as a whole should be led by a board of trustees,
with the recruiters and comrel and undertakers managing the pool of techies
that elect the council.

And I also think that council and trustees should stay in contact on a
regular basis.

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Re: [gentoo-project] Merging Trustees and Council / Developers and Foundation - 1.0 reply

[Matthew Thode]

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On 01/11/2017 08:46 AM, Michał Górny wrote:
> Hi, all.
> 
> Since this is getting quite exhaustive, here's my point on the proposal
> as it is hinted now, and a counter-proposal.
> 
> TL;DR:
> 
> 1. I do not mind encouraging more developers to join the Foundation, or
> even making it opt-out. However, I do oppose discriminating developers
> who decide not to join the Foundation.
> 

How is it discriminating?  As you said below, another option is to have
the unified voting pool but vote for two bodies.  However, in order to
avoid repeating splitting the vote I think that opting out of voting for
one should opt you out of voting for all.

> 2. I agree on having a single pool of voters. However, I believe those
> should be limited to active Gentoo developers, independently of
> Foundation membership.
> 

I think this has been more or less agreed upon.

> 3. I don't think merging the Council and Trustees is a good idea.
> The two projects have divergent goals and different qualities expected
> from members.
> 

I mostly agree, but more in the way that Trustees should oversee the
distro as a whole, but delegate technical matters to the Council, who
are better equipped to deal with them.  Non-technical matters would boil
up to the Trustees.

> Long rationale below.
> 
> 
> Foundation membership
> =====================
> 
> First of all, I'd like to point out how I see the 'problem' of many
> developers not being part of the Foundation. I think that in most
> cases, it's just a matter of 'simplicity': why would I bother joining
> Gentoo Foundation if it does not affect my Gentoo work?
> 
> I think that many Gentoo developers, especially foreigners, have
> serious doubts about implications of being a Foundation member. Even if
> elaborate US lawyers can claim otherwise, we're talking about local law
> here, and for example I had enough of the law without having to wonder
> about the implications of formal foreign non-profit corporation
> membership.
> 
> So if anyone thinks that developers not being Foundation members are
> a problem, then I think it's best solved by spreading more information
> about the Foundation and encouragement, not attempting to force people
> in.
> 
> If you believe that it is legally safe for any foreigner to be
> a Foundation member, then I think it'd be reasonable for recruiters (or
> mentors) to propose that to new developers, and support their effort in
> joining.
> 
> However, I oppose making it obligatory or giving special privileges to
> Foundation members. As long as there is no lawful reason to require
> anyone to be a Foundation member to do X, I don't think we should
> enforce that. And unless I'm mistaken, not even Trustees are legally
> required to be members of the Foundation (modulo current Bylaws):
> 
> | Directors need not be residents of New Mexico or members of
> | the corporation unless the articles of incorporation or the bylaws
> | so require.
> 
> http://www.sos.state.nm.us/uploads/files/Corporations/ch53Art8.pdf
> 

Ya, I think it's legally safe for foreigners to be members of the
foundation.  So please, join.

> 
> Single pool of voters
> =====================
> 
> I agree that having two disjoint pools of voters for two important
> boards running Gentoo might be bad. However, following the point made
> above I don't think that Foundation membership should be relevant to
> the ability to vote.
> 
> Therefore, I think it would be best if both the Council and Trustees
> were elected by active Gentoo developers, in a manner consistent with
> how Council is elected nowadays.
> 
> This removes the current Foundation members who are not developers from
> the voter pool. I'm sorry but I believe it's more appropriate that
> people who actively develop Gentoo (and have proven to understand its
> the organizational structure via passing the quizzes) get a vote
> in deciding how Gentoo is run.
> 
> While I believe it's important to remember the history of Gentoo
> and acknowledge past contributions to it, I don't think that solely
> past contributions should imply the ability to decide (however
> indirectly) how Gentoo is run nowadays.
> 

As I said above, I think this has been mostly settled.  But I do think
that opting out voting for one should opt you out of voting for all.  So
as to not split the pool again.

> 
> Merged Council and Trustees
> ===========================
> 
> I find this one a really bad idea. I believe that both of these boards
> have different goals and therefore require different qualities from
> people forming them.
> 
> As I see it, Trustees focus on legal and financial matters,
> and therefore it is important that they have good knowledge of laws
> applying to the Foundation and/or accounting. It is likely beneficial
> for a Trustee to be a resident of the USA, and (as has been pointed
> out) probably not everyone is legally entitled to be one.
> 
> Council, on the other hand, focuses on technical (and quasi-social)
> matters. It's important for Council members to be capable of good
> judgment both on technical and community matters, and being able to
> provide resolutions that are beneficial to the community. The location
> is pretty much irrelevant here, and the role could be considered
> informal by many.
> 
> Now, merging the two institutions would create a board that has a wider
> range of responsibilities, and require all of these qualities together.
> I'm not convinced this will work for us.
> 
> In particular, I see the following potential problems:
> 
> 1. Some developers will reject nominations to the Board because of
> legal implications (either inability to be formally a director, or just
> lack of qualities needed for a Trustee) even though they would
> otherwise be elected Council members. You can find these developers in
> the current Council.
> 
> 2. The board will have to have members competent in law and/or
> accounting. It is possible that those members will lack the skills
> necessary for Council, yet they would have the same vote on
> Council-relevant matters.
> 
> 3. In a pathological case, the voting could result in the board having
> no members competent in Trustee business (i.e. purely Council-like
> board). What will happen then?
> 
> I don't think those issues could be solved without splitting the board
> further. And once we start splitting it, we get back to where we are
> now, so why are we changing anything?
> 

This isn't combining their functions into one body, I'll go into it more
in the next updated proposal, but the technical leadership role of
council would still be handled by a group operating under the 'board'.
Having that the parent group (board) and the child group (council)
elected by the same body is fine.

There is the issue of members of the board overruling on technical
matters, but as mentioned elsewhere in the threads that can already
happen, and should be restricted by mandate to only happen in cases
where technical maters impact areas the board would rule over (comrel pr
infra)

> 
> Summary
> =======
> 
> To be honest, I don't really know what problem is being solved here.
> The only problem I've been able to notice so far was the possible
> disagreement between the voter pool for the Council and Trustees which
> I think we can merge without any drastic measures.
> 
> However, I disagree that merging the pools would result in Council
> and Trustees getting implicitly merged. They would still have
> different areas of responsibility and required qualities, and therefore
> the developers are still likely to find different people appropriate.
> 
> That said, I don't have an opinion on disallowing a single person from
> being on both boards. I don't think it's strictly necessary for any
> body in Gentoo as long as the relevant person is going to respectfully
> withdraw his vote when a potential conflict of interest arises.
> 
> I have yet to see the final proposal to throw my vote but I already
> start to dislike the direction it is heading towards. With no good
> rationale, and no good problem statement it seems like a change for
> the sake of changing things and/or replacing people.
> 


-- 
Matthew Thode (prometheanfire)


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Re: [gentoo-project] Merging Trustees and Council / Developers and Foundation - 1.0 reply

[Matthias Maier]

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What about you have a closer look at for example the Debian project [1]?

There, the project and its developer community is not organized in any
legal entity.

All business that requires a legal entity is organized via *mutliple*
foundations [2,3] - none of which have any power over the project
itself.

This is exactly the model we have at the moment.

So what on earth is the problem?

Best,
Matthias



[1] https://www.debian.org/
[2] http://www.spi-inc.org/projects/debian/
[3] http://debian.ch/articles_of_association.pdf

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Re: [gentoo-project] Merging Trustees and Council / Developers and Foundation - 1.0 reply

[Michał Górny]

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On Wed, 11 Jan 2017 10:56:16 -0500
"William L. Thomson Jr." <wlt-ml@o-sinc.com> wrote:

> On Wednesday, January 11, 2017 3:46:34 PM EST Michał Górny wrote:
> >
> > 1. I do not mind encouraging more developers to join the Foundation, or
> > even making it opt-out. However, I do oppose discriminating developers
> > who decide not to join the Foundation.  
> 
> There should not be any discrimination. Just an understanding by opting out 
> you give up your voice/vote.

And how is that not discriminating? On one hand you talk of giving
people outside the project the means to influence it, yet you
explicitly take away the right of voting for people outside
the Foundation (even though they are in the project, after all).

>  
> > 2. I agree on having a single pool of voters. However, I believe those
> > should be limited to active Gentoo developers, independently of
> > Foundation membership.  
> 
> If one pool, not sure you can opt out of Foundation. Since that means you 
> cannot vote for Foundation, then you may no be able to vote for Council.
> 
> Plus may be contestable to merge beyond the voting issue. Easier to not merge 
> and leave as is now.
> 
> Also most projects give means for people outside to be part of the project. 
> Non-contributing members. Why should members of the community not have any 
> say? It is just a vote. The Trustees would have to present to Council and 
> those two bodies decide if it is best for Gentoo.
> 
> Only reason to not give the community any representation is to say we do not 
> care what you think, you have no say in Gentoo. Only those with a vested 
> interest have a say. It is one way to go but not a very open way IMHO.
> 
> Gentoo should welcome everyone's input. Some may have technical contributions, 
> others documentation. Maybe some have good ideas for Gentoo.

I'm not sure if you've seen that but Gentoo developers lately have been
harassed by multiple users who had no to minor contributions yet
believed they are the best people to tell developers how do their work.

Accepting input is one thing. Letting people who do not do current
Gentoo work (= aren't affected by the decisions directly) decide on
what others should do is another.

How can a user who has barely any contact with Gentoo developers be
able to choose good candidates for the Council?

> > First of all, I'd like to point out how I see the 'problem' of many
> > developers not being part of the Foundation. I think that in most
> > cases, it's just a matter of 'simplicity': why would I bother joining
> > Gentoo Foundation if it does not affect my Gentoo work?  
> 
> Because you care about Gentoo. You care to see your work protected and not 
> another taking credit and profiting from your work.
> 
> Without a Foundation per se, someone could take your work, say it was there 
> own. Potentially selling such and making a profit. The Foundation is there to 
> protect you, your work/contributions, etc.
>  
> Also to make sure you are not sued personally for your work. Though most FOSS 
> software has disclaimer for such. By contributing to Gentoo per se, Gentoo 
> takes that liability from you.
> 
> > I think that many Gentoo developers, especially foreigners, have
> > serious doubts about implications of being a Foundation member. Even if
> > elaborate US lawyers can claim otherwise, we're talking about local law
> > here, and for example I had enough of the law without having to wonder
> > about the implications of formal foreign non-profit corporation
> > membership.  
> 
> If you had a legal issue around FOSS who would you turn to? Does the EFF or 
> SLFC have an entity in your country? This is a problem any project would face.

I don't see how either of those arguments are related to me being
a Foundation member or not. After all, the Foundation protects *all*
Gentoo work, independently of whether a developer doing it is a member
or not, doesn't it?

> > As long as there is no lawful reason to require
> > anyone to be a Foundation member to do X, I don't think we should
> > enforce that. And unless I'm mistaken, not even Trustees are legally
> > 
> > required to be members of the Foundation (modulo current Bylaws):
> > | Directors need not be residents of New Mexico or members of
> > | the corporation unless the articles of incorporation or the bylaws
> > | so require.
> > 
> > http://www.sos.state.nm.us/uploads/files/Corporations/ch53Art8.pdf  
> 
> That would mean if a Developer who opted out of Foundation membership could 
> still run and be elected as a Trustee. Which would likely give them 
> membership, opt them back in.

I don't see a strict reason to do that, nor I see a strict reason not
to do that. Just pointing out that lawfully membership could be
considered fully irrelevant.

> > Single pool of voters
> > =====================
> > 
> > I agree that having two disjoint pools of voters for two important
> > boards running Gentoo might be bad. However, following the point made
> > above I don't think that Foundation membership should be relevant to
> > the ability to vote.
> > 
> > Therefore, I think it would be best if both the Council and Trustees
> > were elected by active Gentoo developers, in a manner consistent with
> > how Council is elected nowadays.  
> 
> It could be best, but could also result in a insiders only club.

Excuse me but how is the Foundation membership different? Foundation
members still have to be approved by Trustees.

> > This removes the current Foundation members who are not developers from
> > the voter pool. I'm sorry but I believe it's more appropriate that
> > people who actively develop Gentoo (and have proven to understand its
> > the organizational structure via passing the quizzes) get a vote
> > in deciding how Gentoo is run.  
> 
> I think it is  a big mistake to limit things to Developers only. I am not 
> aware of any Developers with say a legal background. What if members of the 
> community do? Should they really be excluded?
> 
> Developers do not always know best, and are not versed in all fields. This is a 
> close minded approach to only allowing a voice from within. Also what does it 
> say to the community?
> 
> There could be users of Gentoo who have more experience than new developers. 
> Their experience or patronage matters not? Who cares what you develop if no 
> one uses it, it does not really matter does it?

They can get recruited. It's not hard. Getting a developer status
(without commit access) mostly involves proving that you're accustomed
to organization matters of how Gentoo operates.

Do you really think Gentoo users should start telling developers how
Gentoo should be operating without learning how it's operating right
now first?

> > While I believe it's important to remember the history of Gentoo
> > and acknowledge past contributions to it, I don't think that solely
> > past contributions should imply the ability to decide (however
> > indirectly) how Gentoo is run nowadays.  
> 
> A day will come when you may not contribute anymore. Does that mean all your 
> past contributions immediately become worthless? Does that mean your 
> experience in the project did not result in any wisdom you could share with 
> others?

No. But it means that I'm no longer in position to tell others what to
do, or vote who the best candidate for Council/Trustee/etc. is.

I don't mind past contributors having advisory roles for Gentoo. I do
mind having them vote on people when they no longer are interested in
directly participating in the complete developer community.

> > Council, on the other hand, focuses on technical (and quasi-social)
> > matters. It's important for Council members to be capable of good
> > judgment both on technical and community matters, and being able to
> > provide resolutions that are beneficial to the community. The location
> > is pretty much irrelevant here, and the role could be considered
> > informal by many.  
> 
> Council also needs to work with Trustees to ensure such is not taking on legal 
> liability.

I believe the legal liability concern is a rare enough issue for
Trustees to be involved rather when that is a possible case rather than
having them approve every step of everyone else.

> > I have yet to see the final proposal to throw my vote but I already
> > start to dislike the direction it is heading towards. With no good
> > rationale, and no good problem statement it seems like a change for
> > the sake of changing things and/or replacing people.  
> 
> Keep something in mind. Trustees could, not saying they would, change legal 
> and structure aspects of Gentoo with no opposition. If you were not happy, if 
> you are not a member of the Foundation as it stands now. You could do nothing 
> legally, Nor could the council or anyone.
> 
> Acting like the Foundation is just a steward is a misnomer. It is good the 
> Trustees are seeking feedback and approval but they are not legally required 
> to do such. Once elected they do have legal authority to enact their will.

Yes, I know that they can. And they also know that by doing this they
are going to lose many useful contributors. Gentoo can't exist without
people doing the work, even if the common mailing list complainers
finally get what they wanted and are satisfied.

It's not perfect but I believe Gentoo could prevail. Maybe it'd even be
beneficial long-term, since it would let the developers actually doing
a lot of work to split from those who mostly talk. Pretty much getting
Gentoo back to the roots, as Daniel Robbins seen it.

Of course, there's the trademark issue. It could end up in the 'FFmpeg
fiasco' where actual development would continue in a separate entity,
and Gentoo Foundation would just 'steal' their work and publish it as
the official Gentoo.

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

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Re: [gentoo-project] Merging Trustees and Council / Developers and Foundation - 1.0 reply

[Ciaran McCreesh]

On Wed, 11 Jan 2017 10:50:03 -0600
Matthias Maier <tamiko@gentoo.org> wrote:
> This is exactly the model we have at the moment.
> 
> So what on earth is the problem?

William is feeling unloved and lonely and wants to help Gentoo be an
active community by encouraging long tedious discussions. It's working:
he's approximately doubled Gentoo's community activity so far this
year. We've not seen so much community productivity since some troll
tried to change the file extensions on ebuilds to contain EAPIs.

-- 
Ciaran McCreesh

Re: [gentoo-project] Merging Trustees and Council / Developers and Foundation - 1.0 reply

[Alec Warner]

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On Wed, Jan 11, 2017 at 8:50 AM, Matthias Maier <tamiko@gentoo.org> wrote:

> What about you have a closer look at for example the Debian project [1]?
>
> There, the project and its developer community is not organized in any
> legal entity.
>
> All business that requires a legal entity is organized via *mutliple*
> foundations [2,3] - none of which have any power over the project
> itself.
>
> This is exactly the model we have at the moment.
>
> So what on earth is the problem?
>

I suspect one problem might be:

1) Most developers are not interested in Foundation affairs.
2) The Foundation is often minimally staffed with enough members (to vote)
and trustees (to run the foundation legally.)
3) In the past, the Foundation failed to renew its New Mexico filing (which
was fixed later.)
4) The status of the Foundation with regards to the US tax organ (the IRS)
is decidedly unclear at this time (but its being worked on.)

So there is some concern that the Foundation is not being run well in the
current system. Keeping the current system is worrisome (as a current
trustee, I certainly worry about it!) This is one reason why I think the
status quo is a bad idea.

-A



>
> Best,
> Matthias
>
>
>
> [1] https://www.debian.org/
> [2] http://www.spi-inc.org/projects/debian/
> [3] http://debian.ch/articles_of_association.pdf
>

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Re: [gentoo-project] Merging Trustees and Council / Developers and Foundation - 1.0 reply

[Michał Górny]

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On Wed, 11 Jan 2017 10:06:24 -0600
Matthew Thode <prometheanfire@gentoo.org> wrote:

> On 01/11/2017 08:46 AM, Michał Górny wrote:
> > Hi, all.
> > 
> > Since this is getting quite exhaustive, here's my point on the proposal
> > as it is hinted now, and a counter-proposal.
> > 
> > TL;DR:
> > 
> > 1. I do not mind encouraging more developers to join the Foundation, or
> > even making it opt-out. However, I do oppose discriminating developers
> > who decide not to join the Foundation.
> >   
> 
> How is it discriminating?  As you said below, another option is to have
> the unified voting pool but vote for two bodies.  However, in order to
> avoid repeating splitting the vote I think that opting out of voting for
> one should opt you out of voting for all.

That was just a general remark in case voting was tied to Foundation
membership.

> > 3. I don't think merging the Council and Trustees is a good idea.
> > The two projects have divergent goals and different qualities expected
> > from members.
> 
> I mostly agree, but more in the way that Trustees should oversee the
> distro as a whole, but delegate technical matters to the Council, who
> are better equipped to deal with them.  Non-technical matters would boil
> up to the Trustees.

That sounds like turning things upside down. Usually matters go from
down below to top. I see it like this:

  dev [< project] < Council < Trustees

In which case it is only reasonable that if devs/projects can't handle
an issue by themselves they refer it to the Council. In this case,
the Council is a body elected by developers to handle disputes between
them.

I don't really see a reason to put Trustees in between that. I'd rather
keep them as final step overseeing the Council, i.e. things to go
Trustees if there is a problem with Council. However, to avoid
the 'two-headed beast' problem, I'd say that the Trustees should only
intervene if legally required to do so, i.e. if the Council is really
doing their job badly and put Gentoo at risk of legal issues.

As for the other issues, I think I'll continue arguing once I see
the updated proposal. Thanks for all the explanations.

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

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Re: [gentoo-project] Merging Trustees and Council / Developers and Foundation - 1.0 reply

[Matthias Maier]

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On Wed, Jan 11, 2017, at 10:50 CST, Matthias Maier <tamiko@gentoo.org> wrote:

> What about you have a closer look at for example the Debian project [1]?

It was politely pointed out to me by a third party, that I should have
used [1] as a reference that lists not 2 but 5 organizations responsible
for legal matters regarding Debian.

Matthias

[1] https://wiki.debian.org/Teams/Auditor/Organizations

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Re: [gentoo-project] Merging Trustees and Council / Developers and Foundation - 1.0 reply

[Alec Warner]

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On Wed, Jan 11, 2017 at 8:50 AM, Michał Górny <mgorny@gentoo.org> wrote:

> On Wed, 11 Jan 2017 10:56:16 -0500
> "William L. Thomson Jr." <wlt-ml@o-sinc.com> wrote:
>
> > On Wednesday, January 11, 2017 3:46:34 PM EST Michał Górny wrote:
> > >
> > > 1. I do not mind encouraging more developers to join the Foundation, or
> > > even making it opt-out. However, I do oppose discriminating developers
> > > who decide not to join the Foundation.
> >
> > There should not be any discrimination. Just an understanding by opting
> out
> > you give up your voice/vote.
>
> And how is that not discriminating? On one hand you talk of giving
> people outside the project the means to influence it, yet you
> explicitly take away the right of voting for people outside
> the Foundation (even though they are in the project, after all).
>

To put it another way:

1) One goal is to have more foundation members who are also developers
(alignment of ideas).
2) If joining the foundation offers no benefit, then developers will not
join.
3) One benefit we could offer is to merge the voting pools, so that the
voters for Trustees and the Council are the same.
4) This means that anyone who "really cares about how Gentoo is run as a
distribution" is nominally forced to join the Foundation to exercise their
vote.

This is a specific implementation of the basic idea that "the foundation
has no interesting duties, so we need to give it interesting duties." I
suspect there are other ways of making Foundation membership useful enough
that people actually pursue it.

(Reading it written out it does look like a fairly draconian approach.)

-A


>
> >
> > > 2. I agree on having a single pool of voters. However, I believe those
> > > should be limited to active Gentoo developers, independently of
> > > Foundation membership.
> >
> > If one pool, not sure you can opt out of Foundation. Since that means you
> > cannot vote for Foundation, then you may no be able to vote for Council.
> >
> > Plus may be contestable to merge beyond the voting issue. Easier to not
> merge
> > and leave as is now.
> >
> > Also most projects give means for people outside to be part of the
> project.
> > Non-contributing members. Why should members of the community not have
> any
> > say? It is just a vote. The Trustees would have to present to Council and
> > those two bodies decide if it is best for Gentoo.
> >
> > Only reason to not give the community any representation is to say we do
> not
> > care what you think, you have no say in Gentoo. Only those with a vested
> > interest have a say. It is one way to go but not a very open way IMHO.
> >
> > Gentoo should welcome everyone's input. Some may have technical
> contributions,
> > others documentation. Maybe some have good ideas for Gentoo.
>
> I'm not sure if you've seen that but Gentoo developers lately have been
> harassed by multiple users who had no to minor contributions yet
> believed they are the best people to tell developers how do their work.
>
> Accepting input is one thing. Letting people who do not do current
> Gentoo work (= aren't affected by the decisions directly) decide on
> what others should do is another.
>
> How can a user who has barely any contact with Gentoo developers be
> able to choose good candidates for the Council?
>
> > > First of all, I'd like to point out how I see the 'problem' of many
> > > developers not being part of the Foundation. I think that in most
> > > cases, it's just a matter of 'simplicity': why would I bother joining
> > > Gentoo Foundation if it does not affect my Gentoo work?
> >
> > Because you care about Gentoo. You care to see your work protected and
> not
> > another taking credit and profiting from your work.
> >
> > Without a Foundation per se, someone could take your work, say it was
> there
> > own. Potentially selling such and making a profit. The Foundation is
> there to
> > protect you, your work/contributions, etc.
> >
> > Also to make sure you are not sued personally for your work. Though most
> FOSS
> > software has disclaimer for such. By contributing to Gentoo per se,
> Gentoo
> > takes that liability from you.
> >
> > > I think that many Gentoo developers, especially foreigners, have
> > > serious doubts about implications of being a Foundation member. Even if
> > > elaborate US lawyers can claim otherwise, we're talking about local law
> > > here, and for example I had enough of the law without having to wonder
> > > about the implications of formal foreign non-profit corporation
> > > membership.
> >
> > If you had a legal issue around FOSS who would you turn to? Does the EFF
> or
> > SLFC have an entity in your country? This is a problem any project would
> face.
>
> I don't see how either of those arguments are related to me being
> a Foundation member or not. After all, the Foundation protects *all*
> Gentoo work, independently of whether a developer doing it is a member
> or not, doesn't it?
>
> > > As long as there is no lawful reason to require
> > > anyone to be a Foundation member to do X, I don't think we should
> > > enforce that. And unless I'm mistaken, not even Trustees are legally
> > >
> > > required to be members of the Foundation (modulo current Bylaws):
> > > | Directors need not be residents of New Mexico or members of
> > > | the corporation unless the articles of incorporation or the bylaws
> > > | so require.
> > >
> > > http://www.sos.state.nm.us/uploads/files/Corporations/ch53Art8.pdf
> >
> > That would mean if a Developer who opted out of Foundation membership
> could
> > still run and be elected as a Trustee. Which would likely give them
> > membership, opt them back in.
>
> I don't see a strict reason to do that, nor I see a strict reason not
> to do that. Just pointing out that lawfully membership could be
> considered fully irrelevant.
>
> > > Single pool of voters
> > > =====================
> > >
> > > I agree that having two disjoint pools of voters for two important
> > > boards running Gentoo might be bad. However, following the point made
> > > above I don't think that Foundation membership should be relevant to
> > > the ability to vote.
> > >
> > > Therefore, I think it would be best if both the Council and Trustees
> > > were elected by active Gentoo developers, in a manner consistent with
> > > how Council is elected nowadays.
> >
> > It could be best, but could also result in a insiders only club.
>
> Excuse me but how is the Foundation membership different? Foundation
> members still have to be approved by Trustees.
>
> > > This removes the current Foundation members who are not developers from
> > > the voter pool. I'm sorry but I believe it's more appropriate that
> > > people who actively develop Gentoo (and have proven to understand its
> > > the organizational structure via passing the quizzes) get a vote
> > > in deciding how Gentoo is run.
> >
> > I think it is  a big mistake to limit things to Developers only. I am not
> > aware of any Developers with say a legal background. What if members of
> the
> > community do? Should they really be excluded?
> >
> > Developers do not always know best, and are not versed in all fields.
> This is a
> > close minded approach to only allowing a voice from within. Also what
> does it
> > say to the community?
> >
> > There could be users of Gentoo who have more experience than new
> developers.
> > Their experience or patronage matters not? Who cares what you develop if
> no
> > one uses it, it does not really matter does it?
>
> They can get recruited. It's not hard. Getting a developer status
> (without commit access) mostly involves proving that you're accustomed
> to organization matters of how Gentoo operates.
>
> Do you really think Gentoo users should start telling developers how
> Gentoo should be operating without learning how it's operating right
> now first?
>
> > > While I believe it's important to remember the history of Gentoo
> > > and acknowledge past contributions to it, I don't think that solely
> > > past contributions should imply the ability to decide (however
> > > indirectly) how Gentoo is run nowadays.
> >
> > A day will come when you may not contribute anymore. Does that mean all
> your
> > past contributions immediately become worthless? Does that mean your
> > experience in the project did not result in any wisdom you could share
> with
> > others?
>
> No. But it means that I'm no longer in position to tell others what to
> do, or vote who the best candidate for Council/Trustee/etc. is.
>
> I don't mind past contributors having advisory roles for Gentoo. I do
> mind having them vote on people when they no longer are interested in
> directly participating in the complete developer community.
>
> > > Council, on the other hand, focuses on technical (and quasi-social)
> > > matters. It's important for Council members to be capable of good
> > > judgment both on technical and community matters, and being able to
> > > provide resolutions that are beneficial to the community. The location
> > > is pretty much irrelevant here, and the role could be considered
> > > informal by many.
> >
> > Council also needs to work with Trustees to ensure such is not taking on
> legal
> > liability.
>
> I believe the legal liability concern is a rare enough issue for
> Trustees to be involved rather when that is a possible case rather than
> having them approve every step of everyone else.
>
> > > I have yet to see the final proposal to throw my vote but I already
> > > start to dislike the direction it is heading towards. With no good
> > > rationale, and no good problem statement it seems like a change for
> > > the sake of changing things and/or replacing people.
> >
> > Keep something in mind. Trustees could, not saying they would, change
> legal
> > and structure aspects of Gentoo with no opposition. If you were not
> happy, if
> > you are not a member of the Foundation as it stands now. You could do
> nothing
> > legally, Nor could the council or anyone.
> >
> > Acting like the Foundation is just a steward is a misnomer. It is good
> the
> > Trustees are seeking feedback and approval but they are not legally
> required
> > to do such. Once elected they do have legal authority to enact their
> will.
>
> Yes, I know that they can. And they also know that by doing this they
> are going to lose many useful contributors. Gentoo can't exist without
> people doing the work, even if the common mailing list complainers
> finally get what they wanted and are satisfied.
>
> It's not perfect but I believe Gentoo could prevail. Maybe it'd even be
> beneficial long-term, since it would let the developers actually doing
> a lot of work to split from those who mostly talk. Pretty much getting
> Gentoo back to the roots, as Daniel Robbins seen it.
>
> Of course, there's the trademark issue. It could end up in the 'FFmpeg
> fiasco' where actual development would continue in a separate entity,
> and Gentoo Foundation would just 'steal' their work and publish it as
> the official Gentoo.
>
> --
> Best regards,
> Michał Górny
> <http://dev.gentoo.org/~mgorny/>
>

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Re: [gentoo-project] Merging Trustees and Council / Developers and Foundation - 1.0 reply

[Matthias Maier]

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On Wed, Jan 11, 2017, at 10:56 CST, Alec Warner <antarus@gentoo.org> wrote:

> I suspect one problem might be:
>
> 1) Most developers are not interested in Foundation affairs.
> 2) The Foundation is often minimally staffed with enough members (to vote)
> and trustees (to run the foundation legally.)
> 3) In the past, the Foundation failed to renew its New Mexico filing (which
> was fixed later.)
> 4) The status of the Foundation with regards to the US tax organ (the IRS)
> is decidedly unclear at this time (but its being worked on.)
>
> So there is some concern that the Foundation is not being run well in the
> current system. Keeping the current system is worrisome (as a current
> trustee, I certainly worry about it!) This is one reason why I think the
> status quo is a bad idea.

But if *that* is the problem, it would be the logical step to disband
the Foundation and simply transfer assets to SPI [1,2], which is done
quite successfully by a number of important open source projects
including Linux distributions Arch and Debian.

Best,
Matthias

[1] http://www.spi-inc.org/projects/
[2] http://www.spi-inc.org/projects/relationship/

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Re: [gentoo-project] Merging Trustees and Council / Developers and Foundation - 1.0 reply

[Matthias Maier]

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On Wed, Jan 11, 2017, at 10:54 CST, Ciaran McCreesh <ciaran.mccreesh@googlemail.com> wrote:

> William is feeling unloved and lonely and wants to help Gentoo be an
> active community by encouraging long tedious discussions. It's working:
> he's approximately doubled Gentoo's community activity so far this
> year.

Oh, now I understand!

Thanks for pointing that out!

Best,
Matthias

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Re: [gentoo-project] Merging Trustees and Council / Developers and Foundation - 1.0 reply

[Alec Warner]

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On Wed, Jan 11, 2017 at 9:06 AM, Matthias Maier <tamiko@gentoo.org> wrote:

>
> On Wed, Jan 11, 2017, at 10:56 CST, Alec Warner <antarus@gentoo.org>
> wrote:
>
> > I suspect one problem might be:
> >
> > 1) Most developers are not interested in Foundation affairs.
> > 2) The Foundation is often minimally staffed with enough members (to
> vote)
> > and trustees (to run the foundation legally.)
> > 3) In the past, the Foundation failed to renew its New Mexico filing
> (which
> > was fixed later.)
> > 4) The status of the Foundation with regards to the US tax organ (the
> IRS)
> > is decidedly unclear at this time (but its being worked on.)
> >
> > So there is some concern that the Foundation is not being run well in the
> > current system. Keeping the current system is worrisome (as a current
> > trustee, I certainly worry about it!) This is one reason why I think the
> > status quo is a bad idea.
>
> But if *that* is the problem, it would be the logical step to disband
> the Foundation and simply transfer assets to SPI [1,2], which is done
> quite successfully by a number of important open source projects
> including Linux distributions Arch and Debian.
>

It might be a logical step (I'm unconvinced it is the *only* logical step.)
Hence this whole thread, no? :)

-A


>
> Best,
> Matthias
>
> [1] http://www.spi-inc.org/projects/
> [2] http://www.spi-inc.org/projects/relationship/
>

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Re: [gentoo-project] Merging Trustees and Council / Developers and Foundation - 1.0 reply

[William L. Thomson Jr.]

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On Wednesday, January 11, 2017 5:50:50 PM EST Michał Górny wrote:
> 
> And how is that not discriminating? On one hand you talk of giving
> people outside the project the means to influence it, yet you
> explicitly take away the right of voting for people outside
> the Foundation (even though they are in the project, after all).

If as a Developer  you opt out of Foundation membership. You cannot turn 
around and claim discrimination to something you chose to leave.

> I'm not sure if you've seen that but Gentoo developers lately have been
> harassed by multiple users who had no to minor contributions yet
> believed they are the best people to tell developers how do their work.

Which is why they would be better served to voice their opinions to Trustees. 
Let Trustees approach council if they feel it is best. If Council feels the 
need they could consult Developers.
 
> Accepting input is one thing. Letting people who do not do current
> Gentoo work (= aren't affected by the decisions directly) decide on
> what others should do is another.

Just because Foundation, Council, and Gentoo project want to do something. 
Does not mean YOU have to do that. At the same time a project should not be 
just left up to those scratching itches. If by some means all that individual 
itch scratching leads to something collectively great.

At some point has to be some big picture to how all the stuff fits together.
Are we a organized team/project or just individuals doing what ever?

> How can a user who has barely any contact with Gentoo developers be
> able to choose good candidates for the Council?

Users would never have ability to vote for Council. Foundation members can 
only vote for Foundation stuff. Which Council voting would be left to 
Developers.

> I don't see how either of those arguments are related to me being
> a Foundation member or not. After all, the Foundation protects *all*
> Gentoo work, independently of whether a developer doing it is a member
> or not, doesn't it?

So the Foundation and Trustees should be legally liable for all your actions 
without any influence?

You can do what ever you want and we will be liable for your actions. Do you 
want to be liable for all my actions. That is asking way to much of a Trustee 
IMHO. Be 100% responsible and legally liable with no influence.
 
 
> I don't see a strict reason to do that, nor I see a strict reason not
> to do that. Just pointing out that lawfully membership could be
> considered fully irrelevant.

Sure and By Laws can be revised and policies enacted to address any such 
issues, if needed.

>
> > It could be best, but could also result in a insiders only club.
> 
> Excuse me but how is the Foundation membership different? Foundation
> members still have to be approved by Trustees.

Not if Foundation members are only developers. There would be no approval as 
every Developer would have automatic membership till opt out.

Foundation membership approval would come from outsiders/contributors. Making 
their case to the Trustees why they should be a member in the Gentoo 
foundation and able to vote.
 
> They can get recruited. It's not hard. Getting a developer status
> (without commit access) mostly involves proving that you're accustomed
> to organization matters of how Gentoo operates.

There are many in the community who either cannot or do not want to be come 
Developers in any capacity. Just the same as those who do not want to be 
members in the Foundation.

> Do you really think Gentoo users should start telling developers how
> Gentoo should be operating without learning how it's operating right
> now first?

No, but how Gentoo operates today may not be how it always has or always 
should. Gentoo is about choice, and should not exclude input from the 
community.

Gentoo Developers do not know everything about Gentoo. There are many outside 
of Gentoo who may know more technically and about the project organization 
etc. Do not assume you are a expert or guru because you are a Developer, and 
another is not because they are part of the community.

Who is to say Developers even know what is best, without considering others 
perspectives.

> No. But it means that I'm no longer in position to tell others what to
> do, or vote who the best candidate for Council/Trustee/etc. is.

Would you not have any wisdom from your experience to share with others?
 
> I don't mind past contributors having advisory roles for Gentoo. I do
> mind having them vote on people when they no longer are interested in
> directly participating in the complete developer community.

Which is all they could do in being a member of the Foundation. Sure the 
community could have more votes than developers. That is where Trustees 
present such ideas to Council, on behalf of the community.
 
> I believe the legal liability concern is a rare enough issue for
> Trustees to be involved rather when that is a possible case rather than
> having them approve every step of everyone else.

True, but just because no one has sued does not mean the project should not be 
aware of such liabilities and seek to protect itself from law suit.


> Yes, I know that they can. And they also know that by doing this they
> are going to lose many useful contributors. Gentoo can't exist without
> people doing the work, even if the common mailing list complainers
> finally get what they wanted and are satisfied.

Gentoo will not exist if it loses it community. Developers come from the 
community. It took a few to start the project, but many to grow it. Those many 
came from the community.

Like any business, it is not the employees that matter but the customers. Sure 
they business cannot run without employees, but without customers, there is no 
business. Thus without a community to use the stuff, there is no Gentoo.

Lots of software out there no one uses.
 
> It's not perfect but I believe Gentoo could prevail. Maybe it'd even be
> beneficial long-term, since it would let the developers actually doing
> a lot of work to split from those who mostly talk. Pretty much getting
> Gentoo back to the roots, as Daniel Robbins seen it.

That is not how Daniel sees it, and does not agree with such separation. That 
is what people need to understand. What Gentoo has become it was not intended 
to be, nor did it start that way.

> Of course, there's the trademark issue. It could end up in the 'FFmpeg
> fiasco' where actual development would continue in a separate entity,
> and Gentoo Foundation would just 'steal' their work and publish it as
> the official Gentoo.

There could be lots of issues, why it is best for all to work together. Not 
create separate entities or potential division within the project. But 
mechanisms to help keep it together by working together.

-- 
William L. Thomson Jr.

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Re: [gentoo-project] Merging Trustees and Council / Developers and Foundation - 1.0 reply

[William L. Thomson Jr.]

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On Wednesday, January 11, 2017 10:50:03 AM EST Matthias Maier wrote:
> What about you have a closer look at for example the Debian project [1]?

Or Ubuntu which superseded it, and tend to attract people before Debian.

> There, the project and its developer community is not organized in any
> legal entity.

Yes, they are a member of the SPI. There is a legal entity they are just 
paying another to handle that for them.

> All business that requires a legal entity is organized via *mutliple*
> foundations [2,3] - none of which have any power over the project
> itself.

That is one model which few have adopted.

> This is exactly the model we have at the moment.

Not at all

> So what on earth is the problem?

Some will never understand or see it.

-- 
William L. Thomson Jr.

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Re: [gentoo-project] Merging Trustees and Council / Developers and Foundation - 1.0 reply

[William L. Thomson Jr.]

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On Wednesday, January 11, 2017 11:06:17 AM EST Matthias Maier wrote:
>
> But if *that* is the problem, it would be the logical step to disband
> the Foundation and simply transfer assets to SPI [1,2], which is done
> quite successfully by a number of important open source projects
> including Linux distributions Arch and Debian.

SPI is not an end all solution and they REQUEST people be members in the SPI.

You also put 1, maybe 2 people in charge as the liaison.

For Arch that is the Founder, Aaron Griffin.
http://www.spi-inc.org/projects/archlinux/

With regard to Debian it is the person leading the project
http://www.spi-inc.org/projects/debian/
https://en.wikipedia.org/wiki/List_of_Debian_project_leaders

Gentoo does not have a project lead. Who would best serve as liaison?

-- 
William L. Thomson Jr.

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Re: [gentoo-project] Merging Trustees and Council / Developers and Foundation - 1.0 reply

[William L. Thomson Jr.]

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On Wednesday, January 11, 2017 11:01:50 AM EST Matthias Maier wrote:
> On Wed, Jan 11, 2017, at 10:50 CST, Matthias Maier <tamiko@gentoo.org> 
wrote:
> > What about you have a closer look at for example the Debian project [1]?
> 
> It was politely pointed out to me by a third party, that I should have
> used [1] as a reference that lists not 2 but 5 organizations responsible
> for legal matters regarding Debian.
> 
> Matthias
> 
> [1] https://wiki.debian.org/Teams/Auditor/Organizations

Debian has a leader....
https://www.debian.org/devel/leader

-- 
William L. Thomson Jr.

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Re: [gentoo-project] Merging Trustees and Council / Developers and Foundation - 1.0 reply

[William L. Thomson Jr.]

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On Wednesday, January 11, 2017 4:54:21 PM EST Ciaran McCreesh wrote:
> On Wed, 11 Jan 2017 10:50:03 -0600
> 
> Matthias Maier <tamiko@gentoo.org> wrote:
> > This is exactly the model we have at the moment.
> > 
> > So what on earth is the problem?
> 
> William is feeling unloved and lonely and wants to help Gentoo be an
> active community by encouraging long tedious discussions. It's working:
> he's approximately doubled Gentoo's community activity so far this
> year. We've not seen so much community productivity since some troll
> tried to change the file extensions on ebuilds to contain EAPIs.

I am not productive just talk...

https://github.com/wltjr

Now if others got out of the way and this stuff was in tree....

-- 
William L. Thomson Jr.

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Re: [gentoo-project] Merging Trustees and Council / Developers and Foundation - 1.0 reply

[Michał Górny]

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On Wed, 11 Jan 2017 08:56:44 -0800
Alec Warner <antarus@gentoo.org> wrote:

> On Wed, Jan 11, 2017 at 8:50 AM, Matthias Maier <tamiko@gentoo.org> wrote:
> 
> > What about you have a closer look at for example the Debian project [1]?
> >
> > There, the project and its developer community is not organized in any
> > legal entity.
> >
> > All business that requires a legal entity is organized via *mutliple*
> > foundations [2,3] - none of which have any power over the project
> > itself.
> >
> > This is exactly the model we have at the moment.
> >
> > So what on earth is the problem?
> >  
> 
> I suspect one problem might be:
> 
> 1) Most developers are not interested in Foundation affairs.
> 2) The Foundation is often minimally staffed with enough members (to vote)
> and trustees (to run the foundation legally.)
> 3) In the past, the Foundation failed to renew its New Mexico filing (which
> was fixed later.)
> 4) The status of the Foundation with regards to the US tax organ (the IRS)
> is decidedly unclear at this time (but its being worked on.)
> 
> So there is some concern that the Foundation is not being run well in the
> current system. Keeping the current system is worrisome (as a current
> trustee, I certainly worry about it!) This is one reason why I think the
> status quo is a bad idea.

Thanks for clarifying. This brings the next question: how does adding
more functions (== work) to Trustees improve the state of affairs they
can't handle already?

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

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Re: [gentoo-project] Merging Trustees and Council / Developers and Foundation - 1.0 reply

[Michał Górny]

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On Wed, 11 Jan 2017 09:04:29 -0800
Alec Warner <antarus@gentoo.org> wrote:

> On Wed, Jan 11, 2017 at 8:50 AM, Michał Górny <mgorny@gentoo.org> wrote:
> 
> > On Wed, 11 Jan 2017 10:56:16 -0500
> > "William L. Thomson Jr." <wlt-ml@o-sinc.com> wrote:
> >  
> > > On Wednesday, January 11, 2017 3:46:34 PM EST Michał Górny wrote:  
> > > >
> > > > 1. I do not mind encouraging more developers to join the Foundation, or
> > > > even making it opt-out. However, I do oppose discriminating developers
> > > > who decide not to join the Foundation.  
> > >
> > > There should not be any discrimination. Just an understanding by opting  
> > out  
> > > you give up your voice/vote.  
> >
> > And how is that not discriminating? On one hand you talk of giving
> > people outside the project the means to influence it, yet you
> > explicitly take away the right of voting for people outside
> > the Foundation (even though they are in the project, after all).
> >  
> 
> To put it another way:
> 
> 1) One goal is to have more foundation members who are also developers
> (alignment of ideas).
> 2) If joining the foundation offers no benefit, then developers will not
> join.
> 3) One benefit we could offer is to merge the voting pools, so that the
> voters for Trustees and the Council are the same.
> 4) This means that anyone who "really cares about how Gentoo is run as a
> distribution" is nominally forced to join the Foundation to exercise their
> vote.
> 
> This is a specific implementation of the basic idea that "the foundation
> has no interesting duties, so we need to give it interesting duties." I
> suspect there are other ways of making Foundation membership useful enough
> that people actually pursue it.
> 
> (Reading it written out it does look like a fairly draconian approach.)

Exactly my point. So why do we want to pursue that? Wouldn't it better
to make it really optional, and turn Foundation membership into a thing
developers would be proud of?

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

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Re: [gentoo-project] Merging Trustees and Council / Developers and Foundation - 1.0 reply

[Michał Górny]

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On Wed, 11 Jan 2017 12:28:35 -0500
"William L. Thomson Jr." <wlt-ml@o-sinc.com> wrote:

> On Wednesday, January 11, 2017 5:50:50 PM EST Michał Górny wrote:
> > 
> > And how is that not discriminating? On one hand you talk of giving
> > people outside the project the means to influence it, yet you
> > explicitly take away the right of voting for people outside
> > the Foundation (even though they are in the project, after all).  
> 
> If as a Developer  you opt out of Foundation membership. You cannot turn 
> around and claim discrimination to something you chose to leave.

What if I *have* to opt out because of my employment or local law? For
example, if my contract forbids me from being *enlisted*
in corporations working in the IT sector?

It's easy to argue whether things can or can't happen but will you
defend me against a lawsuit from my employer? Will the Foundation
guarantee that? As I see it, keeping a low profile should be
developer's right.

> > I'm not sure if you've seen that but Gentoo developers lately have been
> > harassed by multiple users who had no to minor contributions yet
> > believed they are the best people to tell developers how do their work.  
> 
> Which is why they would be better served to voice their opinions to Trustees. 
> Let Trustees approach council if they feel it is best. If Council feels the 
> need they could consult Developers.
>  
> > Accepting input is one thing. Letting people who do not do current
> > Gentoo work (= aren't affected by the decisions directly) decide on
> > what others should do is another.  
> 
> Just because Foundation, Council, and Gentoo project want to do something. 
> Does not mean YOU have to do that. At the same time a project should not be 
> just left up to those scratching itches. If by some means all that individual 
> itch scratching leads to something collectively great.
> 
> At some point has to be some big picture to how all the stuff fits together.
> Are we a organized team/project or just individuals doing what ever?

We are individuals who can get along eventually and make a pretty
decent distro as a result. For some time already.

> > How can a user who has barely any contact with Gentoo developers be
> > able to choose good candidates for the Council?  
> 
> Users would never have ability to vote for Council. Foundation members can 
> only vote for Foundation stuff. Which Council voting would be left to 
> Developers.

...which would be meaningless with Trustees having the power to
override pretty much everything for no apparent reason.

> > I don't see how either of those arguments are related to me being
> > a Foundation member or not. After all, the Foundation protects *all*
> > Gentoo work, independently of whether a developer doing it is a member
> > or not, doesn't it?  
> 
> So the Foundation and Trustees should be legally liable for all your actions 
> without any influence?
> 
> You can do what ever you want and we will be liable for your actions. Do you 
> want to be liable for all my actions. That is asking way to much of a Trustee 
> IMHO. Be 100% responsible and legally liable with no influence.

I'm afraid we don't understand each other. I still don't see how
liability is different for person who is a *member* of the Foundation,
and for a developer who is not a member of the Foundation.

> > They can get recruited. It's not hard. Getting a developer status
> > (without commit access) mostly involves proving that you're accustomed
> > to organization matters of how Gentoo operates.  
> 
> There are many in the community who either cannot or do not want to be come 
> Developers in any capacity. Just the same as those who do not want to be 
> members in the Foundation.

So why are the people who don't want to be developers privileged over
people who don't want to be Foundation members?

> > I believe the legal liability concern is a rare enough issue for
> > Trustees to be involved rather when that is a possible case rather than
> > having them approve every step of everyone else.  
> 
> True, but just because no one has sued does not mean the project should not be 
> aware of such liabilities and seek to protect itself from law suit.

You can protect Gentoo from liability without having total control over
every aspect of Gentoo. There's a difference between power to make
decisions that prevent liability and power to make any decisions.

> > It's not perfect but I believe Gentoo could prevail. Maybe it'd even be
> > beneficial long-term, since it would let the developers actually doing
> > a lot of work to split from those who mostly talk. Pretty much getting
> > Gentoo back to the roots, as Daniel Robbins seen it.  
> 
> That is not how Daniel sees it, and does not agree with such separation. That 
> is what people need to understand. What Gentoo has become it was not intended 
> to be, nor did it start that way.

http://www.funtoo.org/Making_the_Distribution,_Part_1

And here we are, arguing that Gentoo should be lead by people 'who
aren't writing any code (nor do they have any intention to). Instead they
spend their time talking about more important things. You know, those
managerial issues'.

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

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Re: [gentoo-project] Merging Trustees and Council / Developers and Foundation - 1.0 reply

[Matthias Maier]

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> It might be a logical step (I'm unconvinced it is the *only* logical step.)
> Hence this whole thread, no? :)

It is definitely not the only logical step :-D


Regarding this thread:

  "Formally have Foundation oversee top level projects"

So far this doesn't read like mitigating a participation problem with
the Foundation at all. It reads more like the wish of a number of
Foundation members and trustees to have more influence on the
community.

Best,
Matthias



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Re: [gentoo-project] Merging Trustees and Council / Developers and Foundation - 1.0 reply

[Raymond Jennings]

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On Wed, Jan 11, 2017 at 10:55 AM, Michał Górny <mgorny@gentoo.org> wrote:

> On Wed, 11 Jan 2017 12:28:35 -0500
> "William L. Thomson Jr." <wlt-ml@o-sinc.com> wrote:
>
> > On Wednesday, January 11, 2017 5:50:50 PM EST Michał Górny wrote:
> > >
> > > And how is that not discriminating? On one hand you talk of giving
> > > people outside the project the means to influence it, yet you
> > > explicitly take away the right of voting for people outside
> > > the Foundation (even though they are in the project, after all).
> >
> > If as a Developer  you opt out of Foundation membership. You cannot turn
> > around and claim discrimination to something you chose to leave.
>
> What if I *have* to opt out because of my employment or local law? For
> example, if my contract forbids me from being *enlisted*
> in corporations working in the IT sector?
>

And how exactly would it be the responsibility of anyone but the employee
in question?

I don't think the foundation is legally required to be super-preemptive
about stuff like this, but ask a lawyer.

It does puzzle me why it would be any business of the foundation to deal
with your contract unless the foundation deliberately interfered.

It's easy to argue whether things can or can't happen but will you
> defend me against a lawsuit from my employer? Will the Foundation
> guarantee that? As I see it, keeping a low profile should be
> developer's right.
>

This would require indemnification of the developer by the foundation.

> > I'm not sure if you've seen that but Gentoo developers lately have been
> > > harassed by multiple users who had no to minor contributions yet
> > > believed they are the best people to tell developers how do their work.
> >
> > Which is why they would be better served to voice their opinions to
> Trustees.
> > Let Trustees approach council if they feel it is best. If Council feels
> the
> > need they could consult Developers.
> >
> > > Accepting input is one thing. Letting people who do not do current
> > > Gentoo work (= aren't affected by the decisions directly) decide on
> > > what others should do is another.
> >
> > Just because Foundation, Council, and Gentoo project want to do
> something.
> > Does not mean YOU have to do that. At the same time a project should not
> be
> > just left up to those scratching itches. If by some means all that
> individual
> > itch scratching leads to something collectively great.
> >
> > At some point has to be some big picture to how all the stuff fits
> together.
> > Are we a organized team/project or just individuals doing what ever?
>
> We are individuals who can get along eventually and make a pretty
> decent distro as a result. For some time already.
>
> > > How can a user who has barely any contact with Gentoo developers be
> > > able to choose good candidates for the Council?
> >
> > Users would never have ability to vote for Council. Foundation members
> can
> > only vote for Foundation stuff. Which Council voting would be left to
> > Developers.
>
> ...which would be meaningless with Trustees having the power to
> override pretty much everything for no apparent reason.
>
> > > I don't see how either of those arguments are related to me being
> > > a Foundation member or not. After all, the Foundation protects *all*
> > > Gentoo work, independently of whether a developer doing it is a member
> > > or not, doesn't it?
> >
> > So the Foundation and Trustees should be legally liable for all your
> actions
> > without any influence?
> >
> > You can do what ever you want and we will be liable for your actions. Do
> you
> > want to be liable for all my actions. That is asking way to much of a
> Trustee
> > IMHO. Be 100% responsible and legally liable with no influence.
>
> I'm afraid we don't understand each other. I still don't see how
> liability is different for person who is a *member* of the Foundation,
> and for a developer who is not a member of the Foundation.
>
> > > They can get recruited. It's not hard. Getting a developer status
> > > (without commit access) mostly involves proving that you're accustomed
> > > to organization matters of how Gentoo operates.
> >
> > There are many in the community who either cannot or do not want to be
> come
> > Developers in any capacity. Just the same as those who do not want to be
> > members in the Foundation.
>
> So why are the people who don't want to be developers privileged over
> people who don't want to be Foundation members?
>
> > > I believe the legal liability concern is a rare enough issue for
> > > Trustees to be involved rather when that is a possible case rather than
> > > having them approve every step of everyone else.
> >
> > True, but just because no one has sued does not mean the project should
> not be
> > aware of such liabilities and seek to protect itself from law suit.
>
> You can protect Gentoo from liability without having total control over
> every aspect of Gentoo. There's a difference between power to make
> decisions that prevent liability and power to make any decisions.
>
> > > It's not perfect but I believe Gentoo could prevail. Maybe it'd even be
> > > beneficial long-term, since it would let the developers actually doing
> > > a lot of work to split from those who mostly talk. Pretty much getting
> > > Gentoo back to the roots, as Daniel Robbins seen it.
> >
> > That is not how Daniel sees it, and does not agree with such separation.
> That
> > is what people need to understand. What Gentoo has become it was not
> intended
> > to be, nor did it start that way.
>
> http://www.funtoo.org/Making_the_Distribution,_Part_1
>
> And here we are, arguing that Gentoo should be lead by people 'who
> aren't writing any code (nor do they have any intention to). Instead they
> spend their time talking about more important things. You know, those
> managerial issues'.
>
> --
> Best regards,
> Michał Górny
> <http://dev.gentoo.org/~mgorny/>
>

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Re: [gentoo-project] Merging Trustees and Council / Developers and Foundation - 1.0 reply

[William L. Thomson Jr.]

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On Wednesday, January 11, 2017 7:55:30 PM EST Michał Górny wrote:
>
> What if I *have* to opt out because of my employment or local law? For
> example, if my contract forbids me from being *enlisted*
> in corporations working in the IT sector?

If you cannot be a member, you likely cannot be a developer. Do you have a 
specific scenario or just hypothetical?

If you look into any real scenario, the same restrictions that would prevent 
membership in the Foundation would prevent you from being a developer.
 
> It's easy to argue whether things can or can't happen but will you
> defend me against a lawsuit from my employer? Will the Foundation
> guarantee that? As I see it, keeping a low profile should be
> developer's right.

Keeping a low profile would be being a member of the Foundation and NOT being a 
developer. Soon as you make your first commit, you are not flying under the 
radar. Votes are secret, commits are not.

> We are individuals who can get along eventually and make a pretty
> decent distro as a result. For some time already.

For some time now Gentoo has been losing interest. I am not sure many outside 
Gentoo would consider Gentoo a decent distro.

Does one want to be decent, or a leading mainstream distro?
 
> > > How can a user who has barely any contact with Gentoo developers be
> > > able to choose good candidates for the Council?
> > 
> > Users would never have ability to vote for Council. Foundation members can
> > only vote for Foundation stuff. Which Council voting would be left to
> > Developers.
> 
> ...which would be meaningless with Trustees having the power to
> override pretty much everything for no apparent reason.

Trustees have the power to do that now. Trustees have legal authority over 
Gentoo. I cannot see Trustees, plural, overriding any decision for no reason.

That is not saying much of people who are part of the project, developers, and 
have been elected to their positions as Trustees.

> I'm afraid we don't understand each other. I still don't see how
> liability is different for person who is a *member* of the Foundation,
> and for a developer who is not a member of the Foundation.

I do not think you have an understanding of Liability from a legal perspective 
in the US or your own country. That may differ from country to country. In the 
US liability is a big deal. Lots of frivolous law suits and others that are 
quite costly all around.

I know clients who have really upset their customers due to liability 
restrictions from their Insurers. Which I do not believe Gentoo has any 
insurance, umbrella or other that can help mitigate any financial repercussions 
in the event of some suit.
  
> So why are the people who don't want to be developers privileged over
> people who don't want to be Foundation members?

Where are you getting that they are privileged? Not sure where you are getting 
that from. Maybe they cannot legally be a developer. But they could vote as a 
member.

> You can protect Gentoo from liability without having total control over
> every aspect of Gentoo. There's a difference between power to make
> decisions that prevent liability and power to make any decisions.

I am quite aware. That said entities in Gentoo should not be taking action 
without consideration of legal implication. Which includes actions taken by 
say Comrel or Council.

Like it or not, Trustees have all the power. They just do not exercise such, 
and I am not advocating they go crazy. There has never been power abuses and I 
do not forsee such. I have more faith in fellow Gentoo developers and 
community members.
 
> > > It's not perfect but I believe Gentoo could prevail. Maybe it'd even be
> > > beneficial long-term, since it would let the developers actually doing
> > > a lot of work to split from those who mostly talk. Pretty much getting
> > > Gentoo back to the roots, as Daniel Robbins seen it.
> > 
> > That is not how Daniel sees it, and does not agree with such separation.
> > That is what people need to understand. What Gentoo has become it was not
> > intended to be, nor did it start that way.
> 
> http://www.funtoo.org/Making_the_Distribution,_Part_1

I am aware by talking to Daniel directly....

> And here we are, arguing that Gentoo should be lead by people 'who
> aren't writing any code (nor do they have any intention to). Instead they
> spend their time talking about more important things. You know, those
> managerial issues'.

Did Steve Jobs write code? Did he make the iPhone? Does Larry Ellison write 
code? What about Mark Zuckerberg? Or Larry and Serge? They all may have at one 
time but do they today?

The world works this way now. Most people who write code, make things, etc for 
a living. They likely have a boss who does not. This is rather foolish.

Sorry Engineers, programmers, and others do not always know what is best. 
Companies have leadership, boards, officers, bosses for a reason.

-- 
William L. Thomson Jr.

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Re: [gentoo-project] Merging Trustees and Council / Developers and Foundation - 1.0 reply

[Matthias Maier]

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On Wed, Jan 11, 2017, at 11:41 CST, "William L. Thomson Jr." <wlt-ml@o-sinc.com> wrote:

>> [1] https://wiki.debian.org/Teams/Auditor/Organizations
>
> Debian has a leader....
> https://www.debian.org/devel/leader

This is entirely orthogonal to what I said.

This leader is
 - elected annually
 - delegates a substantial amount of power to different groups and
   individuals

Further, in Debian the highest institution for vetos is the "general
resolution", i.e. a democratic vote of all debian developers on a
certain matter.

Best,
Matthias

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Re: [gentoo-project] Merging Trustees and Council / Developers and Foundation - 1.0 reply

[Daniel Campbell]

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On 01/11/2017 09:39 AM, William L. Thomson Jr. wrote:
> On Wednesday, January 11, 2017 11:06:17 AM EST Matthias Maier wrote:
>>
>> But if *that* is the problem, it would be the logical step to disband
>> the Foundation and simply transfer assets to SPI [1,2], which is done
>> quite successfully by a number of important open source projects
>> including Linux distributions Arch and Debian.
> 
> SPI is not an end all solution and they REQUEST people be members in the SPI.
> 
> You also put 1, maybe 2 people in charge as the liaison.
> 
> For Arch that is the Founder, Aaron Griffin.
> http://www.spi-inc.org/projects/archlinux/
> 
> With regard to Debian it is the person leading the project
> http://www.spi-inc.org/projects/debian/
> https://en.wikipedia.org/wiki/List_of_Debian_project_leaders
> 
> Gentoo does not have a project lead. Who would best serve as liaison?
> 
Quick drive-by reminder that Arch was started by Judd Vinet [1] and
later handed over to Aaron (phrakture). Credit given where it's due and
all that.

[1]: http://zeroflux.org

-- 
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 - 1.0 reply

[Roy Bamford]

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On 2017.01.11 16:58, Michał Górny wrote:
[snip]

>   dev [< project] < Council < Trustees
> 
> In which case it is only reasonable that if devs/projects can't handle
> an issue by themselves they refer it to the Council. In this case,
> the Council is a body elected by developers to handle disputes between
> them.
> 
> I don't really see a reason to put Trustees in between that. I'd
> rather
> keep them as final step overseeing the Council, i.e. things to go
> Trustees if there is a problem with Council. However, to avoid
> the 'two-headed beast' problem, I'd say that the Trustees should only
> intervene if legally required to do so, i.e. if the Council is really
> doing their job badly and put Gentoo at risk of legal issues.

The problem is one of information flow.  The Foundation need to
intervene before a legal problem is created. Afterwards is too
late.

That can happen in two ways ... the Foundation are voluntarily 
informed before something a bit iffy happens, so that they can get 
advice before it goes ahead (or not).

The Foundation can keep its ears open to what is happening and 
offer pre-emptive advice.

Under the present setup, neither of of the above always happens,
which makes the trustees nervous.

> 
> As for the other issues, I think I'll continue arguing once I see
> the updated proposal. Thanks for all the explanations.

You might just agree :)

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

-- 
Regards,

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

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Re: [gentoo-project] Merging Trustees and Council / Developers and Foundation - 1.0 reply

[Matthew Thode]

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On 01/11/2017 06:24 AM, Matthias Maier wrote:
> Hi Matthew,
> 
> On Wed, Jan 11, 2017, at 04:59 CST, Matthew Thode <prometheanfire@gentoo.org> wrote:
> 
> [...]
> 
>> I think I'm leaning towards
>> the 'board' being what is currently trustees + hr(comrel) + pr + infra.
>> Under that would go what is currently being done by council.
> 
> I am a bit astonished by the sudden proposal to centralize more power
> under the Gentoo Foundation, A US based non-profit. As was laid out by
> ulm and dilfridge, there are a number of severe legal uncertainties for
> non-US citizens participating in such a construct and frankly speaking I
> do not see the need for it. On the contrary.
> 

I don't necessarily see this as a centralization of power.  I think a
lot of the debate has been over "Who should 'control' Gentoo"

    I think that should be the Foundation as the foundation is what
currently controls the name of Gentoo and Gentoo's infrastructure and
finances.  The foundation also has the most legal exposure.  Further I'd
make the claim that because of the Foundations current status
(maintaining legal / financial control of Gentoo), that the Foundation
already does, even if the Foundation is very hands off now.

    As far as the legal uncertainties go, my proposal (the new 1.1 one)
makes Foundation membership optional, but it would be opt-out to
encourage participation.  If there's blowback on the opt-out part then
it could be made opt-in, but I'd like to keep participation high if
possible.

>  - It is my firm believe that it is *vital* for an open source project
>    that essentially consists of volunteers from around the world to be
>    organized as a community and not as a legal entity under some
>    jurisdiction.

The problem is that we NEED to exist as a legal entity as well.
Partially for copyright reasons, but also for tax reasons.  If we don't
then anyone could register the trademark of 'Gentoo Linux' and then sue
us. (not that they can't file frivolous lawsuits anyway).

My goal is to move the areas that expose Gentoo legally and financially
to be directly under the foundation while keeping the technical matters
controlled through Council.  This does not preclude having council have
things run through them and then to the Foundation, but the foundation
should be the final stop in escalations involving legal or financial
matters.

The way I see it is that Gentoo would basically remain as the status
quo, with some slight differences in reporting structure.

> 
>    Therefore the status quo makes a lot of sense:
> 
>      - the developer community organizing itself
> 
>      - the Foundation taking care of legal matters (finances and
>        infrastructure) that need a legal entity in some jurisdiction
> 
>    The vital bit is the fact that the developer community is
>    self-organizing and this includes the power to decide who is a member
>    and who is not.
> 

The Foundation has already had to be consulted in one instance about a
potential dev from a country for which the US had sanctions against at
the time.  To me that means that you currently don't have 'ultimate'
power to decide who is a dev.  No mater where Gentoo is organized I see
this being an issue.

>  - Now, all you essentially propose is to shift the "hr(comrel)" part to
>    the Foundation - all the rest (trustees, pr, and infra) it is already
>    in charge of.
> 
>    So, why is it important to give the Foundation the power to decide
>    over the "hr" part of the Gentoo developer community? 
> 
>    If it is just about comrel, well, we can easily reorganize comrel
>    into an elected body (by the Gentoo developer community) similarly to
>    the council.
> 

Being elected is a good decision, but not one my proposal is looking to
make.  The reason I'd like comrel to operate under the Foundation is
legal exposure.  I'd suspect that we'd be largely hands off.  They could
even still escalate to the Council and from Council to the Foundation.

>    I do not see any necessity for the Foundation to be involved in the
>    self organization of the developer community. On the contrary, there
>    is the danger that a strengthened Foundation will severely undermine
>    the authority of our developer community procedures, with
> 
>      - trustees being able to overrule the council on technical and
>        community decisions
> 

I think/hope this can be prevented with a bylaw prohibiting making
technical decisions that don't have impact in legal or financial ways.
(prohibiting an ebuild for licensing issues is something we would be
able to do, but not prohibiting version a in favor of version b of
something like ansible vs chef because we prefer one).

>      - trustees being able to overrule our (developer) recruiting
>        process
> 

As I said above, we have already been consulted at least once (it was a
while ago) and because of legal exposure I think we have to be.

In practice I don't see us doing much other than accepting new devs as
they come.  Only in extreme circumstances do I see us exercise that power.

> So, as  a trustee (and the one proposing this move), why do you want to
> have this power presiding over the developer community?
> 

Personally, I don't.  It's a lot of work and bikeshedding.  But I think
this will make us better able to handle conflict within the distro
(whatever the source or reason).

> Best,
> Matthias
> 

-- 
Matthew Thode (prometheanfire)


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Re: [gentoo-project] Merging Trustees and Council / Developers and Foundation - 1.0 reply

[Rich Freeman]

On Wed, Jan 25, 2017 at 3:32 PM, Matthew Thode
<prometheanfire@gentoo.org> wrote:
>
> The way I see it is that Gentoo would basically remain as the status
> quo, with some slight differences in reporting structure.
>

Keep in mind that the changes in reporting structure make it NOT the status quo.

Today you need to elect people you trust to deal with dispute
resolution to the Council, and people who you trust to file taxes to
the Trustees.

Under the new proposal you basically need to elect people you trust to
deal with dispute resolution and taxes to the Trustees.  Honestly I'm
not sure why we'd even have the Council since we already have QA and
if somebody doesn't like a Council decision it will end up with the
Trustees anyway, if only for them to decide whether or not they want
to deal with it.

People who would otherwise be interested in Council can just run for
the Trustees and override all the Council decisions, and ignore the
finances if it bores them.  :)

My main concern is finding people who are both the most trusted people
where it comes to disputes and who are trusted to handle the finances
is going to be difficult.  For things that don't involve disputes you
don't need any kind of escalation body since regular projects can deal
with that stuff already.  Dealing with disputes is inevitably going to
fall on whoever has the final decision, because it is the nature of
people in disputes to appeal anything less than that.

-- 
Rich

Re: [gentoo-project] Merging Trustees and Council / Developers and Foundation - 1.0 reply

[Matthew Thode]

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On 01/25/2017 02:40 PM, Rich Freeman wrote:
> On Wed, Jan 25, 2017 at 3:32 PM, Matthew Thode
> <prometheanfire@gentoo.org> wrote:
>>
>> The way I see it is that Gentoo would basically remain as the status
>> quo, with some slight differences in reporting structure.
>>
> 
> Keep in mind that the changes in reporting structure make it NOT the status quo.
> 
> Today you need to elect people you trust to deal with dispute
> resolution to the Council, and people who you trust to file taxes to
> the Trustees.
> 
> Under the new proposal you basically need to elect people you trust to
> deal with dispute resolution and taxes to the Trustees.  Honestly I'm
> not sure why we'd even have the Council since we already have QA and
> if somebody doesn't like a Council decision it will end up with the
> Trustees anyway, if only for them to decide whether or not they want
> to deal with it.
> 
> People who would otherwise be interested in Council can just run for
> the Trustees and override all the Council decisions, and ignore the
> finances if it bores them.  :)
> 
> My main concern is finding people who are both the most trusted people
> where it comes to disputes and who are trusted to handle the finances
> is going to be difficult.  For things that don't involve disputes you
> don't need any kind of escalation body since regular projects can deal
> with that stuff already.  Dealing with disputes is inevitably going to
> fall on whoever has the final decision, because it is the nature of
> people in disputes to appeal anything less than that.
> 

That's a good point.  What may be better is to have the Trustees create
a project for finances and/or tax stuff.  The same could be done for
legal needs.  At that point the Trustees would just be there for dispute
resolution, though I do think that a financial / legal perspective is
important for dispute resolution.

As far as what happens with council, I half imagine that down the line,
especially if sub-groups are formed, both council and trustees would be
one group.

The problem I am trying to solve is one of who has ultimate
legal/financial authority in Gentoo.  This would mean a change.  At the
moment I can't think of a way that doesn't involve the Foundation (or an
umbrella) being that ultimate legal/financial authority.

-- 
Matthew Thode (prometheanfire)


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Re: [gentoo-project] Merging Trustees and Council / Developers and Foundation - 1.0 reply

[William L. Thomson Jr.]

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On Wednesday, January 25, 2017 3:40:10 PM EST Rich Freeman wrote:
> On Wed, Jan 25, 2017 at 3:32 PM, Matthew Thode
> 
> <prometheanfire@gentoo.org> wrote:
> > The way I see it is that Gentoo would basically remain as the status
> > quo, with some slight differences in reporting structure.
> 
> Keep in mind that the changes in reporting structure make it NOT the status
> quo.
> 
> Today you need to elect people you trust to deal with dispute
> resolution to the Council, and people who you trust to file taxes to
> the Trustees.

Your missing the point that dispute resolution can bring about legal 
liability. If a dispute resolution results in defamation of someones character 
and/or reputation. Do you want someone suing individuals or council members?

People do not realize their actions can have legal repercussions. Which is why 
it is best that people with legal authority and power handle any such matters. 
This would likely not change with any umbrella organization.

-- 
William L. Thomson Jr.

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