Re: [gentoo-project] Questions for Council candidates: Future of the Foundation

Re: [gentoo-project] Questions for Council candidates: Future of the Foundation

[Robin H. Johnson]

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Dear council candidates,

I'd like to know what opinions you hold about the future of the
Foundation. I intend to publicly post the same question for the
Foundation Trustee candidates when that election starts.

Q1: What are your feels on the recent history of the Foundation? (last
2-3 years)

Q2: What should the Foundation do more of?

Q3: What should the Foundation do less of?

Q4: What should become of the Foundation?
* something not the following list at all?
* long-term continue to exist as-is non-501c6 state
* finish 501c6 state
* convert to 501c3 in some way
* join an umbrella?
** what should the selection criterion be?
* disband entirely
** where should the financial holdings go?
** where should the copyright & trademark holdings go?
** what actions will be impacted by this?

-- 
Robin Hugh Johnson
Gentoo Linux: Dev, Infra Lead, Foundation Treasurer
E-Mail   : robbat2@gentoo.org
GnuPG FP : 11ACBA4F 4778E3F6 E4EDF38E B27B944E 34884E85
GnuPG FP : 7D0B3CEB E9B85B1F 825BCECF EE05E6F6 A48F6136

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Re: [gentoo-project] Questions for Council candidates: Future of the Foundation

[Ulrich Mueller]

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>>>>> On Mon, 29 Jun 2020, Robin H Johnson wrote:

> Dear council candidates,
> I'd like to know what opinions you hold about the future of the
> Foundation. I intend to publicly post the same question for the
> Foundation Trustee candidates when that election starts.

> Q1: What are your feels on the recent history of the Foundation?
> (last 2-3 years)

> Q2: What should the Foundation do more of?

> Q3: What should the Foundation do less of?

Answering these three questions together.

IIUC the books are now in order, and the Foundation has settled its
issues with the IRS? This is good news.

Looking at financial reports from the last couple of years, there is way
more income than there are expenses. So looks like the Foundation has a
problem with cash outflow, and some ideas are definitely needed what to
do with the funds. (Admittedly, I don't have a solution at hand.)

The Nitrokey action was a nice effort, and good PR for Gentoo. There
could be more activities of similar kind.

> Q4: What should become of the Foundation?
> * something not the following list at all?
> * long-term continue to exist as-is non-501c6 state
> * finish 501c6 state
> * convert to 501c3 in some way

If it continues to exist, then one of the two tax-exempt states. I am
not familiar with the details, so I don't know what the legal obstacles
for either of them are. (As I understand it, 501c3 is the equivalent of
"gemeinnützig" in Germany.)

> * join an umbrella?
> ** what should the selection criterion be?

There may be not much choice. The umbrella organization must be large
enough, so are there any options other than SPI and SFC? Also, _they_
have to accept _us_.

> * disband entirely
> ** where should the financial holdings go?
> ** where should the copyright & trademark holdings go?
> ** what actions will be impacted by this?

I don't believe that's an option. A legal entity is needed for the
infrastructure and for the trademark.

Ulrich

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Re: [gentoo-project] Questions for Council candidates: Future of the Foundation

[Rich Freeman]

On Mon, Jun 29, 2020 at 4:27 AM Ulrich Mueller <ulm@gentoo.org> wrote:
>
> > * long-term continue to exist as-is non-501c6 state
> > * finish 501c6 state
> > * convert to 501c3 in some way
>
> If it continues to exist, then one of the two tax-exempt states. I am
> not familiar with the details, so I don't know what the legal obstacles
> for either of them are. (As I understand it, 501c3 is the equivalent of
> "gemeinnützig" in Germany.)

I believe 501c6 is relatively easy to do, but donations received are
not deductible to the donor (something increasingly less relevant in
the US due to the increase in the standard deduction).  501c3 is hard,
because it is actually recognized as a charity.

Examples of 501c3s:
SPI
SFLC
EFF
American Red Cross
Amnesty International
Doctors Without Borders USA

Examples of 501c6s:
OSSI
Linux Foundation
Bitcoin Foundation
National Football League (the other football) - this might actually be
in a state of flux/transition away from this status
US Chamber of Commerce
Distilled Spirits Council of the United States
American Petroleum Institute
American Medical Association
Tobacco Merchants Association of the United States Inc

Basically 501c3 has to demonstrate a benefit to the public (but they
cannot advocate/campaign for politicians), and 501c6 has to
demonstrate that they primarily benefit other corporations/trades/etc
(they're exempt under the logic that they serve to increase the
profits of other organizations that do pay taxes).  The bar is
obviously lower for 501c6 but the benefits of this status are also
limited.

IMO 501c3 is more in keeping with our community-based tone, but I
started caring a lot less about this after the recent US tax changes
which makes this status almost irrelevant to anybody who isn't a
fairly large donor (the benefit applies if you cumulatively donate to
a lot of orgs in general - not just a large donation to one org).  I'm
not sure that 501c6 really reflects where we want to be, but it might
save us some tax dollars.  I'd be interested in just how much it would
actually save us though - it might make sense to just be a regular
corp from an IRS standpoint (which is very little red tape if you pay
your taxes, and it results in almost no restrictions on what you can
do - corporations are people too after all...).

-- 
Rich

-- 
Rich

Re: [gentoo-project] Questions for Council candidates: Future of the Foundation

[Andrew Savchenko]

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On Mon, 29 Jun 2020 11:58:44 -0400 Rich Freeman wrote:
> On Mon, Jun 29, 2020 at 4:27 AM Ulrich Mueller <ulm@gentoo.org> wrote:
[...]
> IMO 501c3 is more in keeping with our community-based tone, but I
> started caring a lot less about this after the recent US tax changes
> which makes this status almost irrelevant to anybody who isn't a
> fairly large donor (the benefit applies if you cumulatively donate to
> a lot of orgs in general - not just a large donation to one org).  I'm
> not sure that 501c6 really reflects where we want to be, but it might
> save us some tax dollars.  I'd be interested in just how much it would
> actually save us though - it might make sense to just be a regular
> corp from an IRS standpoint (which is very little red tape if you pay
> your taxes, and it results in almost no restrictions on what you can
> do - corporations are people too after all...).

This is one more aspect to this: some companies double donations
for 501c3 organizations. A friend of mine works in a large
corporation with HQ is the US and told me that his employer doubles
any donations made to 501c3, so he made no donation for Gentoo,
because that will mean loosing money for community which otherwise
can be doubled. So it is likely that 501c3 will increase incoming
donations.

Best regards,
Andrew Savchenko

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Re: [gentoo-project] Questions for Council candidates: Future of the Foundation

[Rich Freeman]

On Sat, Jul 4, 2020 at 12:33 PM Andrew Savchenko <bircoph@gentoo.org> wrote:
>
> This is one more aspect to this: some companies double donations
> for 501c3 organizations. A friend of mine works in a large
> corporation with HQ is the US and told me that his employer doubles
> any donations made to 501c3, so he made no donation for Gentoo,
> because that will mean loosing money for community which otherwise
> can be doubled. So it is likely that 501c3 will increase incoming
> donations.

That is a really good point and I'll expand on this.

Some organizations will only donate money to 501c3 organizations.
Basically they're letting the IRS do the due diligence around whether
the organization is actually charitable.  They can potentially also
receive tax benefits this way.

If you want to receive grants/donations from other 501c3 organizations
you will be far more likely to get them if you are yourself a 501c3
organization.  These transactions receive far less scrutiny than
transfers from 501c3s to other types of corporations.

-- 
Rich

Re: [gentoo-project] Questions for Council candidates: Future of the Foundation

[Alec Warner]

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On Sat, Jul 4, 2020 at 2:44 PM Rich Freeman <rich0@gentoo.org> wrote:

> On Sat, Jul 4, 2020 at 12:33 PM Andrew Savchenko <bircoph@gentoo.org>
> wrote:
> >
> > This is one more aspect to this: some companies double donations
> > for 501c3 organizations. A friend of mine works in a large
> > corporation with HQ is the US and told me that his employer doubles
> > any donations made to 501c3, so he made no donation for Gentoo,
> > because that will mean loosing money for community which otherwise
> > can be doubled. So it is likely that 501c3 will increase incoming
> > donations.
>
> That is a really good point and I'll expand on this.
>
> Some organizations will only donate money to 501c3 organizations.
> Basically they're letting the IRS do the due diligence around whether
> the organization is actually charitable.  They can potentially also
> receive tax benefits this way.
>
> If you want to receive grants/donations from other 501c3 organizations
> you will be far more likely to get them if you are yourself a 501c3
> organization.  These transactions receive far less scrutiny than
> transfers from 501c3s to other types of corporations.
>

This can be problematic for us in some cases.

Currently our annual revenue is approximately 10,000 (All USD in this
example.) If we are a 501c3 public charity, we are required to source 1/3rd
of our revenue from the public; and the public is determined by a complex
set of rules. Generally this is "donations less than 2% of gross receipts."
So e.g. in our current funding model, 2% of 10,000 is 200$; and we need to
gross at least 3,333$ in donations < 200$. I can tell you the Gentoo
Foundation easily passes this test[0]. However, if we were to be a 501c3
and suddenly donations increased, when do we need to start worrying?

For example; assume gross receipts tripled in the new system, to 30,000$.
Now we need 1/3rd of this new total (10,000$) to come from donations less
than 600$ (2% of 30,000$). Plugging in our 2019-2020 data, our support
level here is not sufficient[1] and we will fail the public support test.
Obviously the real numbers would be different but we might want to be
careful in terms of how we tell people to donate and how we account for
donations[2].

For example if I donate X and my employer donates X, I assume that counts
as 2 donations (not 1) and we can influence the recommended value for X
(e.g. we want X to be less than 2% of of expected gross revenues for that
year, so it counts toward public support for the majority of donations.)

The other challenge is that we have no actual plan for spending money.
Feedback from the community has not been very positive when I have tried to
engage with them on how to spend the money. This presents an ethical
problem in terms of raising funds we have no existing need for; the
existing public donations from individual contributors already exceed our
expenses by a fair margin. I suspect in addition to moving to a tax-exempt
non-profit we would need clearer guidance from the community on how to
allocate the potential increase in revenue.

-A

[0] Non-exhaustively our public support is about 60% using the 2019-2020
numbers.
[1] This isn't shocking, the new total is 10,000 and we don't always reach
10,000 in donation revenue..but I bring it up to demonstrate a concern that
a few donors of large amounts can outpace the public support the public
charity otherwise needs to operate legally.
[2] This example is again meant to be demonstrative; the rules around this
are nontrivial and I've simplified quite a bit for mailing list purposes.


> --
> Rich
>
>

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Re: [gentoo-project] Questions for Council candidates: Future of the Foundation

[Aaron Bauman]

On July 4, 2020 8:57:33 PM EDT, Alec Warner <antarus@gentoo.org> wrote:
>On Sat, Jul 4, 2020 at 2:44 PM Rich Freeman <rich0@gentoo.org> wrote:
>
>> On Sat, Jul 4, 2020 at 12:33 PM Andrew Savchenko <bircoph@gentoo.org>
>> wrote:
>> >
>> > This is one more aspect to this: some companies double donations
>> > for 501c3 organizations. A friend of mine works in a large
>> > corporation with HQ is the US and told me that his employer doubles
>> > any donations made to 501c3, so he made no donation for Gentoo,
>> > because that will mean loosing money for community which otherwise
>> > can be doubled. So it is likely that 501c3 will increase incoming
>> > donations.
>>
>> That is a really good point and I'll expand on this.
>>
>> Some organizations will only donate money to 501c3 organizations.
>> Basically they're letting the IRS do the due diligence around whether
>> the organization is actually charitable.  They can potentially also
>> receive tax benefits this way. 
>>
>> If you want to receive grants/donations from other 501c3
>organizations
>> you will be far more likely to get them if you are yourself a 501c3
>> organization.  These transactions receive far less scrutiny than
>> transfers from 501c3s to other types of corporations. 
>>
>
>This can be problematic for us in some cases.
>
>Currently our annual revenue is approximately 10,000 (All USD in this
>example.) If we are a 501c3 public charity, we are required to source
>1/3rd
>of our revenue from the public; and the public is determined by a
>complex
>set of rules. Generally this is "donations less than 2% of gross
>receipts."
>So e.g. in our current funding model, 2% of 10,000 is 200$; and we need
>to
>gross at least 3,333$ in donations < 200$. I can tell you the Gentoo
>Foundation easily passes this test[0]. However, if we were to be a
>501c3
>and suddenly donations increased, when do we need to start worrying?
>

You should really double check this math. 

>For example; assume gross receipts tripled in the new system, to
>30,000$.
>Now we need 1/3rd of this new total (10,000$) to come from donations
>less
>than 600$ (2% of 30,000$). Plugging in our 2019-2020 data, our support
>level here is not sufficient[1] and we will fail the public support
>test.
>Obviously the real numbers would be different but we might want to be
>careful in terms of how we tell people to donate and how we account for
>donations[2].
>
>For example if I donate X and my employer donates X, I assume that
>counts
>as 2 donations (not 1) and we can influence the recommended value for X
>(e.g. we want X to be less than 2% of of expected gross revenues for
>that
>year, so it counts toward public support for the majority of
>donations.)
>
>The other challenge is that we have no actual plan for spending money.

Many have suggested ways to do this. 

>Feedback from the community has not been very positive when I have
>tried to
>engage with them on how to spend the money. This presents an ethical
>problem in terms of raising funds we have no existing need for; the
>existing public donations from individual contributors already exceed
>our
>expenses by a fair margin. I suspect in addition to moving to a
>tax-exempt
>non-profit we would need clearer guidance from the community on how to
>allocate the potential increase in revenue.

When exactly did you engage the community on how to spend this revenue/income?

-- 
Sent from my Android device with K-9 Mail. Please excuse my brevity.

Re: [gentoo-project] Questions for Council candidates: Future of the Foundation

[Alec Warner]

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On Sat, Jul 4, 2020 at 8:20 PM Aaron Bauman <bman@gentoo.org> wrote:

>
>
> On July 4, 2020 8:57:33 PM EDT, Alec Warner <antarus@gentoo.org> wrote:
> >On Sat, Jul 4, 2020 at 2:44 PM Rich Freeman <rich0@gentoo.org> wrote:
> >
> >> On Sat, Jul 4, 2020 at 12:33 PM Andrew Savchenko <bircoph@gentoo.org>
> >> wrote:
> >> >
> >> > This is one more aspect to this: some companies double donations
> >> > for 501c3 organizations. A friend of mine works in a large
> >> > corporation with HQ is the US and told me that his employer doubles
> >> > any donations made to 501c3, so he made no donation for Gentoo,
> >> > because that will mean loosing money for community which otherwise
> >> > can be doubled. So it is likely that 501c3 will increase incoming
> >> > donations.
> >>
> >> That is a really good point and I'll expand on this.
> >>
> >> Some organizations will only donate money to 501c3 organizations.
> >> Basically they're letting the IRS do the due diligence around whether
> >> the organization is actually charitable.  They can potentially also
> >> receive tax benefits this way.
> >>
> >> If you want to receive grants/donations from other 501c3
> >organizations
> >> you will be far more likely to get them if you are yourself a 501c3
> >> organization.  These transactions receive far less scrutiny than
> >> transfers from 501c3s to other types of corporations.
> >>
> >
> >This can be problematic for us in some cases.
> >
> >Currently our annual revenue is approximately 10,000 (All USD in this
> >example.) If we are a 501c3 public charity, we are required to source
> >1/3rd
> >of our revenue from the public; and the public is determined by a
> >complex
> >set of rules. Generally this is "donations less than 2% of gross
> >receipts."
> >So e.g. in our current funding model, 2% of 10,000 is 200$; and we need
> >to
> >gross at least 3,333$ in donations < 200$. I can tell you the Gentoo
> >Foundation easily passes this test[0]. However, if we were to be a
> >501c3
> >and suddenly donations increased, when do we need to start worrying?
> >
>
> You should really double check this math.
>

If there is a problem with the math, please point it out.


>
> >For example; assume gross receipts tripled in the new system, to
> >30,000$.
> >Now we need 1/3rd of this new total (10,000$) to come from donations
> >less
> >than 600$ (2% of 30,000$). Plugging in our 2019-2020 data, our support
> >level here is not sufficient[1] and we will fail the public support
> >test.
> >Obviously the real numbers would be different but we might want to be
> >careful in terms of how we tell people to donate and how we account for
> >donations[2].
> >
> >For example if I donate X and my employer donates X, I assume that
> >counts
> >as 2 donations (not 1) and we can influence the recommended value for X
> >(e.g. we want X to be less than 2% of of expected gross revenues for
> >that
> >year, so it counts toward public support for the majority of
> >donations.)
> >
> >The other challenge is that we have no actual plan for spending money.
>
> Many have suggested ways to do this.
>
> >Feedback from the community has not been very positive when I have
> >tried to
> >engage with them on how to spend the money. This presents an ethical
> >problem in terms of raising funds we have no existing need for; the
> >existing public donations from individual contributors already exceed
> >our
> >expenses by a fair margin. I suspect in addition to moving to a
> >tax-exempt
> >non-profit we would need clearer guidance from the community on how to
> >allocate the potential increase in revenue.
>
> When exactly did you engage the community on how to spend this
> revenue/income?
>

https://archives.gentoo.org/gentoo-project/message/106055a4c7b58694172f392e0279ec47

-A


>
> --
> Sent from my Android device with K-9 Mail. Please excuse my brevity.
>
>

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Re: [gentoo-project] Questions for Council candidates: Future of the Foundation

[Aaron Bauman]

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On Mon, Jul 06, 2020 at 12:30:04PM -0700, Alec Warner wrote:
> On Sat, Jul 4, 2020 at 8:20 PM Aaron Bauman <bman@gentoo.org> wrote:
> 
> >
> >
> > On July 4, 2020 8:57:33 PM EDT, Alec Warner <antarus@gentoo.org> wrote:
> > >On Sat, Jul 4, 2020 at 2:44 PM Rich Freeman <rich0@gentoo.org> wrote:
> > >
> > >> On Sat, Jul 4, 2020 at 12:33 PM Andrew Savchenko <bircoph@gentoo.org>
> > >> wrote:
> > >> >
> > >> > This is one more aspect to this: some companies double donations
> > >> > for 501c3 organizations. A friend of mine works in a large
> > >> > corporation with HQ is the US and told me that his employer doubles
> > >> > any donations made to 501c3, so he made no donation for Gentoo,
> > >> > because that will mean loosing money for community which otherwise
> > >> > can be doubled. So it is likely that 501c3 will increase incoming
> > >> > donations.
> > >>
> > >> That is a really good point and I'll expand on this.
> > >>
> > >> Some organizations will only donate money to 501c3 organizations.
> > >> Basically they're letting the IRS do the due diligence around whether
> > >> the organization is actually charitable.  They can potentially also
> > >> receive tax benefits this way.
> > >>
> > >> If you want to receive grants/donations from other 501c3
> > >organizations
> > >> you will be far more likely to get them if you are yourself a 501c3
> > >> organization.  These transactions receive far less scrutiny than
> > >> transfers from 501c3s to other types of corporations.
> > >>
> > >
> 
> https://archives.gentoo.org/gentoo-project/message/106055a4c7b58694172f392e0279ec47
> 
> -A

Seems folks had ideas, but you (really we/Trustees) did not respond. Of
course, it also seems many tried to divert the idea of spending any
money without consulting Robin as the lead for finanances.

For the record, Robin calcualted (IMHO, very well) what we could spend
and what we couldn't. So, for those following this mail, please know
that due diligence is completed before any funds are appropriated. Then
and now.

-- 
Cheers,
Aaron

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Re: [gentoo-project] Questions for Council candidates: Future of the Foundation

[Alec Warner]

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On Mon, Jul 6, 2020 at 2:11 PM Aaron Bauman <bman@gentoo.org> wrote:

> On Mon, Jul 06, 2020 at 12:30:04PM -0700, Alec Warner wrote:
> > On Sat, Jul 4, 2020 at 8:20 PM Aaron Bauman <bman@gentoo.org> wrote:
> >
> > >
> > >
> > > On July 4, 2020 8:57:33 PM EDT, Alec Warner <antarus@gentoo.org>
> wrote:
> > > >On Sat, Jul 4, 2020 at 2:44 PM Rich Freeman <rich0@gentoo.org> wrote:
> > > >
> > > >> On Sat, Jul 4, 2020 at 12:33 PM Andrew Savchenko <
> bircoph@gentoo.org>
> > > >> wrote:
> > > >> >
> > > >> > This is one more aspect to this: some companies double donations
> > > >> > for 501c3 organizations. A friend of mine works in a large
> > > >> > corporation with HQ is the US and told me that his employer
> doubles
> > > >> > any donations made to 501c3, so he made no donation for Gentoo,
> > > >> > because that will mean loosing money for community which otherwise
> > > >> > can be doubled. So it is likely that 501c3 will increase incoming
> > > >> > donations.
> > > >>
> > > >> That is a really good point and I'll expand on this.
> > > >>
> > > >> Some organizations will only donate money to 501c3 organizations.
> > > >> Basically they're letting the IRS do the due diligence around
> whether
> > > >> the organization is actually charitable.  They can potentially also
> > > >> receive tax benefits this way.
> > > >>
> > > >> If you want to receive grants/donations from other 501c3
> > > >organizations
> > > >> you will be far more likely to get them if you are yourself a 501c3
> > > >> organization.  These transactions receive far less scrutiny than
> > > >> transfers from 501c3s to other types of corporations.
> > > >>
> > > >
> >
> >
> https://archives.gentoo.org/gentoo-project/message/106055a4c7b58694172f392e0279ec47
> >
> > -A
>
> Seems folks had ideas, but you (really we/Trustees) did not respond. Of
> course, it also seems many tried to divert the idea of spending any
> money without consulting Robin as the lead for finanances.
>

Yeah I think continuing the finances will help.


>
> For the record, Robin calcualted (IMHO, very well) what we could spend
> and what we couldn't. So, for those following this mail, please know
> that due diligence is completed before any funds are appropriated. Then
> and now.
>

I am also sad that we basically received no net new funding requests to the
Foundation. Everyone has ideas on how to spend money but no one is
executing anything. I think dillfridge was correct on that thread when he
said that the problem isn't necessarily money, but instead we lack the
people to execute on these ideas. We did the Nitrokey thing because people
did care and pushed that idea forward; getting financial approval for it
was straightforward

I see two main problems:
1) The main problem with efforts appears not to be a lack of money and
instead is a lack of leadership (e.g. someone pushing a project through.)
2) The foundation has been reticent to hire people to do this work for two
reasons.
    a) The Foundation has often not wanted employees, or contractors; this
is mostly due to a lack of D&O insurance.
    b) The Community has not been particularly receptive to paid vs unpaid
developers; we would need some method to manage this.

-A


> --
> Cheers,
> Aaron
>

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Re: [gentoo-project] Questions for Council candidates: Future of the Foundation

[Aaron Bauman]

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On Mon, Jul 06, 2020 at 03:49:52PM -0700, Alec Warner wrote:
> On Mon, Jul 6, 2020 at 2:11 PM Aaron Bauman <bman@gentoo.org> wrote:
> 
> > On Mon, Jul 06, 2020 at 12:30:04PM -0700, Alec Warner wrote:
> > > On Sat, Jul 4, 2020 at 8:20 PM Aaron Bauman <bman@gentoo.org> wrote:
> > Seems folks had ideas, but you (really we/Trustees) did not respond. Of
> > course, it also seems many tried to divert the idea of spending any
> > money without consulting Robin as the lead for finanances.
> >
> 
> Yeah I think continuing the finances will help.
>

I believe at this point that the finances are in a state that other
foundation members and Gentoo developers should not be concerned with
submitting various requests.

> 
> >
> > For the record, Robin calcualted (IMHO, very well) what we could spend
> > and what we couldn't. So, for those following this mail, please know
> > that due diligence is completed before any funds are appropriated. Then
> > and now.
> >
> 
> I am also sad that we basically received no net new funding requests to the
> Foundation. Everyone has ideas on how to spend money but no one is
> executing anything. I think dillfridge was correct on that thread when he
> said that the problem isn't necessarily money, but instead we lack the
> people to execute on these ideas. We did the Nitrokey thing because people
> did care and pushed that idea forward; getting financial approval for it
> was straightforward
>

This, IMO, is due to the perception of the foundation not being in a
stable position to entertain such requests. Additionally, I believe we,
as a foundation, owe it to the electorate to delineate what type of
requests are acceptable. For example, I don't believe we can currently
fund someone as an employee (Robin, please correct me if needed).
However, we can due other items such as fund conference attendance, pay
for a particular contract, or donate funds to other organizations.

If we can definitively state what is acceptable then I expect members to
request such items.

> I see two main problems:
> 1) The main problem with efforts appears not to be a lack of money and
> instead is a lack of leadership (e.g. someone pushing a project through.)
> 2) The foundation has been reticent to hire people to do this work for two
> reasons.
>     a) The Foundation has often not wanted employees, or contractors; this
> is mostly due to a lack of D&O insurance.

As stated above, we have other options vice hiring someone directly as
an at-will or salaried employee. For instance, we could hire someone to
produce a particular product or endstate for some software. The exact
same as we have contracted tax support to a particular organization.
This bypasses any D&O concerns, but IMO such concerns where D&O would
become relevant are nil.

>     b) The Community has not been particularly receptive to paid vs unpaid
> developers; we would need some method to manage this.
> 

Do you mean like a lottery or something to ensure there is no bias? If
so, what about a method such as GSOC where proposals are voted on based
on merit, ingenuinity, impact, etc?

-- 
Cheers,
Aaron

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Re: [gentoo-project] Questions for Council candidates: Future of the Foundation

[Andreas K. Hüttel]

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> The other challenge is that we have no actual plan for spending money.

Obviously if you don't do anything you also don't spend any money. I think I 
know of a way to solve that problem... ;) 

-- 
Andreas K. Hüttel
dilfridge@gentoo.org
Gentoo Linux developer 
(council, qa, toolchain, base-system, perl, libreoffice)

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Re: [gentoo-project] Questions for Council candidates: Future of the Foundation

[Andreas K. Huettel]

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> Q1: What are your feels on the recent history of the Foundation? (last
> 2-3 years)
> Q2: What should the Foundation do more of?
> Q3: What should the Foundation do less of?

A good effort was made to clean up the mess left behind by previous trustees. 
Once the IRS question is definitely resolved, if we indeed have now more cash 
inflow than outflow, we need to figure out how to use the funds effectively.

Funding hardware and services is one thing, but it's not the thing that Gentoo 
is lacking most. In addition, we need to keep the social contract in mind when 
spending the money.

One of my pet projects was already to get Gentoo to sponsor (up to a cap) 
expenses for *one* conference attendance for each new developer. I.e. up to 
XXXX EUR cost reimbursement (travel, accommodation, daily living expenses at 
capped/set rate, similar to what is done for public servants like me) for 
FOSDEM attendance. This might be quite helpful in getting new devs integrated 
into the community.

> Q4: What should become of the Foundation?
> * something not the following list at all?
> * long-term continue to exist as-is non-501c6 state
> * finish 501c6 state
> * convert to 501c3 in some way

If it continues to exist, convert to a tax-exempt state. Preferably 501c3. See 
below.

> * join an umbrella?
> ** what should the selection criterion be?
> * disband entirely
> ** where should the financial holdings go?
> ** where should the copyright & trademark holdings go?
> ** what actions will be impacted by this?

Preferably join an umbrella, transfer assets and disband. For the very simple 
reason that we then avoid the situation of the "double-headed beast" that has 
plagued us in the past. 

I was recruited in 2010, and there was never any doubt for many years that the 
foundation was a mostly passive observer of the distribution, without 
interfering in the daily business. 
In the wake of the idella4 story and the subsequent "takeover attempt", I 
would like to make sure 100% that this never happens again and that developers 
know which elected group steers the distribution (the council).

As Ulrich already states, we do not have much choice in terms of umbrella 
selection. As for the example of SPI (where I know more details), all 
(tangible and intangible) assets could be transferred to SPI, and similarly 
all assets could be transferred *out* of SPI into an 501c3 again if that ever 
becomes necessary.

-- 
Andreas K. Hüttel
dilfridge@gentoo.org
Gentoo Linux developer 
(council, qa, toolchain, base-system, perl, libreoffice)

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Re: [gentoo-project] Questions for Council candidates: Future of the Foundation

[Aaron Bauman]

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On Mon, Jun 29, 2020 at 05:38:16PM +0300, Andreas K. Huettel wrote:
> > Q1: What are your feels on the recent history of the Foundation? (last
> > 2-3 years)
> > Q2: What should the Foundation do more of?
> > Q3: What should the Foundation do less of?
> 
> One of my pet projects was already to get Gentoo to sponsor (up to a cap) 
> expenses for *one* conference attendance for each new developer. I.e. up to 
> XXXX EUR cost reimbursement (travel, accommodation, daily living expenses at 
> capped/set rate, similar to what is done for public servants like me) for 
> FOSDEM attendance. This might be quite helpful in getting new devs integrated 
> into the community.
>

+1 Of note, there is some financial considerations here dependent on the
501cX chosen.

> > Q4: What should become of the Foundation?
> > * something not the following list at all?
> > * long-term continue to exist as-is non-501c6 state
> > * finish 501c6 state
> > * convert to 501c3 in some way
> 
> If it continues to exist, convert to a tax-exempt state. Preferably 501c3. See 
> below.
> 

+1

> > * join an umbrella?
> > ** what should the selection criterion be?
> > * disband entirely
> > ** where should the financial holdings go?
> > ** where should the copyright & trademark holdings go?
> > ** what actions will be impacted by this?
> 
> I was recruited in 2010, and there was never any doubt for many years that the 
> foundation was a mostly passive observer of the distribution, without 
> interfering in the daily business. 
> In the wake of the idella4 story and the subsequent "takeover attempt", I 
> would like to make sure 100% that this never happens again and that developers 
> know which elected group steers the distribution (the council).
>

I am not aware of what that individual did, but I am familair with him
so I can only imagine. Please see my response to Robin as well with
other ways of addressing such shenanigans from occuring. I believe it
paramount that we retain our autonomy as a distribution.

-- 
Cheers,
Aaron

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Re: [gentoo-project] Questions for Council candidates: Future of the Foundation

[Aaron Bauman]

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On Mon, Jun 29, 2020 at 06:30:23AM +0000, Robin H. Johnson wrote:
> Dear council candidates,
> 
> I'd like to know what opinions you hold about the future of the
> Foundation. I intend to publicly post the same question for the
> Foundation Trustee candidates when that election starts.
> 
> Q1: What are your feels on the recent history of the Foundation? (last
> 2-3 years)
>

Hi, Robin. I believe the last 2-3 years have been slow but productive in
righting ourselves with the IRS. Additionally, I believe the current
board of trustees truly understands the role of the foundation within
the community. We are here to support financially and legally to ensure
that things such an infra is paid for, no copyright infringement,
developers have items needed (e.g. NitroKey), etc.

> Q2: What should the Foundation do more of?
> 

As I have stated personally amongst the trustees, I would like to
explore sponsoring developers to open source conferences and finding
other ways to expend our income in a socially and fiscally responsible
manner for supporting our purpose as a distribution.

> Q3: What should the Foundation do less of?
> 

We definitely need to codify the role of the foundation amongst the
distribution to future-proof any attempts or thoughts of overthrowing
the council. I personally believe an easy win for this is to modify the
by-laws delineating this role and empowering the council. This is not to
suggest that the council is not empowered now, but simply ensuring that
any attempts of "sea lawyers" to think they can suggest such courses of
actions is nullified.

> Q4: What should become of the Foundation?
> * something not the following list at all?
> * long-term continue to exist as-is non-501c6 state
> * finish 501c6 state
> * convert to 501c3 in some way
> * join an umbrella?
> ** what should the selection criterion be?
> * disband entirely
> ** where should the financial holdings go?
> ** where should the copyright & trademark holdings go?
> ** what actions will be impacted by this?
> 

My personal opinion has been publically stated already and amongst the
trustees. I interpret one cornerstone of the social contract as ensuring
that Gentoo remains autonomous. I have reservations that an overarching
"umbrella" could/would make decisions against the overall ideals of our
community. As an example:

Umbrella X decides that all subordinate projects must accept License-X
for their project. License X is against our "core" values/social
contract. We (Gentoo) must now obtain membership or some voting capacity
to override such a decision *outside* the scope of our usual internal
governance.

As such, I believe we ought to reincorporate ourselves as a 501c3 for the tax
benefit, retain bookkeeping/tax specialists, and ensure that we codify
the role of the council, foundation, etc for the community. Of course,
there is a *lot* of items to be unpacked here for discussion. Namely,
financial impacts of retaining such services vs income etc.

> -- 
> Robin Hugh Johnson
> Gentoo Linux: Dev, Infra Lead, Foundation Treasurer
> E-Mail   : robbat2@gentoo.org
> GnuPG FP : 11ACBA4F 4778E3F6 E4EDF38E B27B944E 34884E85
> GnuPG FP : 7D0B3CEB E9B85B1F 825BCECF EE05E6F6 A48F6136



-- 
Cheers,
Aaron

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Re: [gentoo-project] Questions for Council candidates: Future of the Foundation

[Brian Dolbec]

On Mon, 29 Jun 2020 06:30:23 +0000
"Robin H. Johnson" <robbat2@gentoo.org> wrote:

> Dear council candidates,
> 
> I'd like to know what opinions you hold about the future of the
> Foundation. I intend to publicly post the same question for the
> Foundation Trustee candidates when that election starts.
> 
> Q1: What are your feels on the recent history of the Foundation? (last
> 2-3 years)


I am out of date with the current state of the foundation with being
mostly away from Gentoo for nearly a year.  But I do know they had
troubles and the financials have been behind.  I do know that Robin has
been working hard to get the finacials caught up.  So a big Thank You
to him for that effort.

> 
> Q2: What should the Foundation do more of?

more cooperation within its ranks of active members
> 
> Q3: What should the Foundation do less of?

I am not familiar with the current foundation members/leadership to
coment on this at this time.

> 
> Q4: What should become of the Foundation?
> * something not the following list at all?
> * long-term continue to exist as-is non-501c6 state
> * finish 501c6 state

Yes, definately finish this.

> * convert to 501c3 in some way
> * join an umbrella?
> ** what should the selection criterion be?
> * disband entirely
> ** where should the financial holdings go?
> ** where should the copyright & trademark holdings go?
> ** what actions will be impacted by this?
> 

Re: [gentoo-project] Questions for Council candidates: Future of the Foundation

[William Hubbs]

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On Mon, Jun 29, 2020 at 06:30:23AM +0000, Robin H. Johnson wrote:
> Q1: What are your feels on the recent history of the Foundation? (last
> 2-3 years)
 
 My understanding of the last two-three years is that there has been a
 lot of work to fix the books of the foundation, and this is good. I
 would like to publically thank you, Robin, for this work.

> Q2: What should the Foundation do more of?
> 
> Q3: What should the Foundation do less of?
 
 I do not have much to comment on for these two.

> Q4: What should become of the Foundation?
> * finish 501c6 state
> * convert to 501c3 in some way

This is definitely not my skill set, so I don't have much to say, but I
do think the foundation should continue long-term and go for one of
these options. While the council represents the technical leadership of
the distribution, the foundation owns the trademark and logo. I feel
that we need a legal entity of some sort that actually owns those
interests.

Thanks,

William


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