[gentoo-trustees] FW: [gentoo-nfp] I met with my lawyer

[gentoo-trustees] FW: [gentoo-nfp] I met with my lawyer

[Daniel Robbins]

 

-----Original Message-----
From: Daniel Robbins [mailto:drobbins@gentoo.org] 
Sent: Friday, April 16, 2004 3:17 PM
To: gentoo-managers@lists.gentoo.org; gentoo-nfp@lists.gentoo.org
Subject: [gentoo-nfp] I met with my lawyer

Hi Guys,

I met with my lawyer and this is the tenative plan for the not for profit.
In this plan, I am attempting to balance the commitments I have made to
individuals with my desire to see Gentoo proceed on the best possible
footing. I am sharing this with you all so I can get feedback and
suggestions. I also need to get this NFP set up in the next few days so it's
important that suggestions are shared soon and are focused on some
implementable change to this plan. (Ie. This isn't a good time to start a
long discussion about some tangential topic that could eat up a lot of our
time and not assist in refining the plan below.)

Gentoo Foundation, Inc. proposal

The purpose of this foundation is to hold the intellectual property of the
Gentoo free software project. It will have a board of trustees. This
not-for-profit will be an open membership trade association. 

Trade associations (unlike charities) can be more restrictive in their
requirements for membership. Membership will be limited to Gentoo
developers. The criteria for being a Gentoo developer will be determined by
the board of trustees. There will be no membership dues.

There will be an initial board of trustees appointed, which will be selected
to meet my commitments to existing managers and developers. This initial
board of trustees will serve for one year from the establishment of the
Gentoo Foundation, after which point a the board will be elected by the
members (Gentoo developers.) After that, regular elections will be held
(election cycle TBD) to determine board members.

The Gentoo Store will pay for the establishment of this not-for-profit. The
Gentoo Store will also pay for the Gentoo Foundation's application for
501(c)(6) federal trade association status (~$5000 or so?)

Gentoo Technologies, Inc. will transfer the copyrights and trademarks to the
Gentoo Foundation. In exchange, the Gentoo Foundation will grant Daniel
Robbins & Gentoo Technologies, Inc. perpetual, non-exclusive, royalty-free
use of the "Gentoo" trademark and "G" logo. This will allow me to continue
to run the Gentoo Store if I want.

I will be a member of the initial board of trustess, to give legitimacy to
the Gentoo Foundation and also show my commitment to the future success of
this entity.

If you have any suggestions for improvement or for coordinator/project lead
structure, try to see if you can suggest it so that it can work in the
context of what I've just outlined above.

Sincerely,

Daniel


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Re: [gentoo-trustees] FW: [gentoo-nfp] I met with my lawyer

[Nicholas Jones]

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> Trade associations (unlike charities) can be more restrictive in their
> requirements for membership. Membership will be limited to Gentoo
> developers. The criteria for being a Gentoo developer will be determined by
> the board of trustees. There will be no membership dues.

Beyond the greater control over membership, is there any other
concern? As was mentioned, a subsidiary is quite possible, and
would you feel that option would fall under the same implied
right to change the agreement?

I'd like to think that you have a good reason that you have
yet to state the problem you have with this. It strikes me
as a bit odd that you want something more than a pretty
free run of the name and logos. Please do correct me,
thoughtfully, if I have it wrong.

The response to this as a threat is pretty much the only
way this can be looked at when there isn't a reason behind
that looming ultimatim of a contractual change.

A long, thought out explanation of your side would be my
suggestion. Forwarding more emails without actually saying
what's going on will just lead to more misunderstandings.

I'd rather have everything on hold for a day or more while
you think out what the problems you have with the changes
we might be considering, instead of letting things start to
boil over with misunderstanding.

--NJ


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RE: [gentoo-trustees] FW: [gentoo-nfp] I met with my lawyer

[Daniel Robbins]

> I'd rather have everything on hold for a day or more while 
> you think out what the problems you have with the changes we 
> might be considering, instead of letting things start to boil 
> over with misunderstanding.

It is really not relevant whether or not I have a problem. My question is
one of principle -- if you decide to change the agreement, then am I also
allowed to change the agreement? "Yes," "no," or "it depends?"

If the answer is "it depends," then what criteria is used to decide what
parts of the agreement can be changed, and which party has the authority to
make the change? And what policy do we have (if any exists) for changes to
be made? These are all legitimate questions, and you (trustees) should be
able and willing to discuss these issues without feeling threatened.

Sorry for raising an unpleasant subject, but once an agreement becomes
fluid, it ceases to be an agreement, at least in my mind. If you don't want
to be a trade association, there's nothing stopping you from also ignoring
the plan for having developer-members. In fact, you can't have
developer-members with a federal charity since you can't place as much
restrictions on membership. What if I made a past commitment to have
developer-members to some Gentoo developers? Then this change from c6 to c3
would amount to me breaking a commitment to the development team. I
explained in my email (that I forwarded) that the proposal I outlined was an
attempt to balance _my_ various commitments. I went forward with the plan
because I viewed it as a way to meet my commitments and also allow a
positive future for Gentoo. The goal of the plan was not to pursue the best
interests of any one party (including Gentoo, otherwise part of the
agreement would have me working as a Gentoo slave for the rest of my life,)
but to find a healthy balance.

To get to the point, if we are treating our good faith agreement as a
contract, then typically you would require the agreement of all parties
(that would include me) to make the change. If we are not treating our good
faith agreement as a contract, then what is its signficance? Is it simply a
set of guidelines? Something in-between a set of guidelines and a contract?
A "best effort?" If so, then you shouldn't have a problem with me making
slight modifications to the guidelines as well so that they are more in my
interests without any need for explanation, right? 

If you represent Gentoo, and you are changing the agreement to be in the
best interests of Gentoo, then why can't I, as the other party in the
agreement, also make other changes to be in my best interests? Or are
Gentoo's interests more legitimate than my interests? I hope not.

I'd just like to know whether you view the email that I forwarded as an
agreement that we are all trying to follow in good faith, or a suggested
course of action that neither party is under any obligation to follow? Or
something in-between? I'd honestly like to know, and I'm asking this
question in an honest attempt to understand your expectations of me and what
expectations I should have of you. It's an attempt to get on the same page.

Regards,

Daniel


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Re: [gentoo-trustees] FW: [gentoo-nfp] I met with my lawyer

[Corey Shields]

On Thursday 15 July 2004 03:41 pm, Daniel Robbins wrote:
> Sorry for raising an unpleasant subject, but once an agreement becomes
> fluid, it ceases to be an agreement, at least in my mind. If you don't want
> to be a trade association, there's nothing stopping you from also ignoring
> the plan for having developer-members. In fact, you can't have
> developer-members with a federal charity since you can't place as much
> restrictions on membership. What if I made a past commitment to have
> developer-members to some Gentoo developers? Then this change from c6 to c3
> would amount to me breaking a commitment to the development team. I
> explained in my email (that I forwarded) that the proposal I outlined was
> an attempt to balance _my_ various commitments. I went forward with the
> plan because I viewed it as a way to meet my commitments and also allow a
> positive future for Gentoo. The goal of the plan was not to pursue the best
> interests of any one party (including Gentoo, otherwise part of the
> agreement would have me working as a Gentoo slave for the rest of my life,)
> but to find a healthy balance.

From what I have found, we can make developer-members in a 501(c)(3) as long 
as the bylaws for a 501(c)(3) were written correctly and restrictive.  Again, 
I am fine with a 501(c)(6), but if your concern here is that we won't have 
any developer members, I can see why you would get upset.  I think we all 
want an organization with developer members, and so far nobody has said any 
different.

Cheers,

-C

-- 
Corey Shields - Gentoo Linux Infrastructure Team
http://www.gentoo.org/~cshields

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Re: [gentoo-trustees] FW: [gentoo-nfp] I met with my lawyer

[Kurt Lieber]

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On Thu, Jul 15, 2004 at 02:41:09PM -0600 or thereabouts, Daniel Robbins wrote:
> To get to the point, if we are treating our good faith agreement as a
> contract, then typically you would require the agreement of all parties
> (that would include me) to make the change. If we are not treating our good
> faith agreement as a contract, then what is its signficance? Is it simply a
> set of guidelines? Something in-between a set of guidelines and a contract?
> A "best effort?" If so, then you shouldn't have a problem with me making
> slight modifications to the guidelines as well so that they are more in my
> interests without any need for explanation, right? 

We have a very specific issue that we'd like to seek alternate legal
counsel on.  We're not saying "we're doing this whether you like it or
not."  We're saying "we are obligated to act in the best interests of
Gentoo and, as part of that charter, we are going to seek a second opinion
on the best sort of federal status to file for."  Quite frankly, I think
you would have more of a reason to be upset if we *weren't* seeking a
second opinion.   

You, on the other hand, won't tell us what modifications you want/need to
change.  You're making an issue out of something that isn't even an issue.
If you feel that us making this change to the agreement would force you to
make changes on your side, fine.  TELL US WHAT THEY ARE!!!  Otherwise, this
entire conversation is pointless.  

Let's assume, for the sake of argument, that we elect to file for 501c3
status, after doing our due diligence and seeking legal counsel.  Please
state exactly what you would want to change if we pursue this course of
action.

> If you represent Gentoo, and you are changing the agreement to be in the
> best interests of Gentoo, then why can't I, as the other party in the
> agreement, also make other changes to be in my best interests? Or are
> Gentoo's interests more legitimate than my interests? I hope not.

Actually, we are obligated to consider Gentoo's interests more than your
own.  We're Trustees for Gentoo, not Daniel Robbins.  That's not to say
we're going to try and screw you over -- nobody is trying to do that.  But
our primary focus has to be what is best for Gentoo.

--kurt

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Re: [gentoo-trustees] FW: [gentoo-nfp] I met with my lawyer

[Deedra Waters]

I've been watching this thread, and I think that what daniel is asking in his own way is "so, if you guys are going to change the agreement, does that mean that I can change it as well?" I could be wrong, but I think that that's what's really being asked.


On Thu, 15 Jul 2004, Kurt Lieber wrote:

> Date: Thu, 15 Jul 2004 21:22:28 +0000
> From: Kurt Lieber <klieber@gentoo.org>
> Reply-To: gentoo-trustees@lists.gentoo.org
> To: gentoo-trustees@lists.gentoo.org
> Subject: Re: [gentoo-trustees] FW: [gentoo-nfp] I met with my lawyer
> 
> On Thu, Jul 15, 2004 at 02:41:09PM -0600 or thereabouts, Daniel Robbins wrote:
> > To get to the point, if we are treating our good faith agreement as a
> > contract, then typically you would require the agreement of all parties
> > (that would include me) to make the change. If we are not treating our good
> > faith agreement as a contract, then what is its signficance? Is it simply a
> > set of guidelines? Something in-between a set of guidelines and a contract?
> > A "best effort?" If so, then you shouldn't have a problem with me making
> > slight modifications to the guidelines as well so that they are more in my
> > interests without any need for explanation, right? 
> 
> We have a very specific issue that we'd like to seek alternate legal
> counsel on.  We're not saying "we're doing this whether you like it or
> not."  We're saying "we are obligated to act in the best interests of
> Gentoo and, as part of that charter, we are going to seek a second opinion
> on the best sort of federal status to file for."  Quite frankly, I think
> you would have more of a reason to be upset if we *weren't* seeking a
> second opinion.   
> 
> You, on the other hand, won't tell us what modifications you want/need to
> change.  You're making an issue out of something that isn't even an issue.
> If you feel that us making this change to the agreement would force you to
> make changes on your side, fine.  TELL US WHAT THEY ARE!!!  Otherwise, this
> entire conversation is pointless.  
> 
> Let's assume, for the sake of argument, that we elect to file for 501c3
> status, after doing our due diligence and seeking legal counsel.  Please
> state exactly what you would want to change if we pursue this course of
> action.
> 
> > If you represent Gentoo, and you are changing the agreement to be in the
> > best interests of Gentoo, then why can't I, as the other party in the
> > agreement, also make other changes to be in my best interests? Or are
> > Gentoo's interests more legitimate than my interests? I hope not.
> 
> Actually, we are obligated to consider Gentoo's interests more than your
> own.  We're Trustees for Gentoo, not Daniel Robbins.  That's not to say
> we're going to try and screw you over -- nobody is trying to do that.  But
> our primary focus has to be what is best for Gentoo.
> 
> --kurt
> 

-- 
Deedra Waters - Gentoo developer relations, accessibility and infrastructure -
dmwaters@gentoo.org
Gentoo linux: http://www.gentoo.org


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Re: [gentoo-trustees] FW: [gentoo-nfp] I met with my lawyer

[Seemant Kulleen]

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On Thu, 2004-07-15 at 14:31, Deedra Waters wrote:
> I've been watching this thread, and I think that what daniel is asking in his own way is "so, if you guys are going to change the agreement, does that mean that I can change it as well?" I could be wrong, but I think that that's what's really being asked.

That's pretty much how I've seen it as well. Lots of defensiveness going
around.  It seems, honestly, that Daniel is only asking as a matter of
principle -- and doing so now, rather than later.  Let's all calm down,
people, why don't you:
-- 
"Check out the hook while my DJ revolves it"

Seemant Kulleen
http://dev.gentoo.org/~seemant

Public Key: http://pgp.mit.edu:11371/pks/lookup?op=get&search=0x3458780E
Key fingerprint = 23A9 7CB5 9BBB 4F8D 549B 6593 EDA2 65D8 3458 780E

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RE: [gentoo-trustees] FW: [gentoo-nfp] I met with my lawyer

[Daniel Robbins]

> We have a very specific issue that we'd like to seek 
> alternate legal counsel on.  We're not saying "we're doing 
> this whether you like it or not."  We're saying "we are 
> obligated to act in the best interests of Gentoo and, as part 
> of that charter, we are going to seek a second opinion on the 
> best sort of federal status to file for."  Quite frankly, I 
> think you would have more of a reason to be upset if we 
> *weren't* seeking a second opinion.   

If you are allowed to seek a second opinion, then can I seek a second
opinion too? And if I find that parts of the agreement are not in my best
interest then can I make changes to the agreement too?

> You, on the other hand, won't tell us what modifications you 
> want/need to change.  You're making an issue out of something 
> that isn't even an issue.
> If you feel that us making this change to the agreement would 
> force you to make changes on your side, fine.  TELL US WHAT 
> THEY ARE!!!  Otherwise, this entire conversation is pointless.  

I'm not going to ask my lawyer about what changes (if any) I should make if
it's not yet clear if you'll be going down the 501(c)(3) road. That's
potentially wasted money. So I won't know yet, so I can't tell you.

> Actually, we are obligated to consider Gentoo's interests 
> more than your own.  We're Trustees for Gentoo, not Daniel 
> Robbins.  That's not to say we're going to try and screw you 
> over -- nobody is trying to do that.  But our primary focus 
> has to be what is best for Gentoo.

Could I drop my obligation to pay for the funding of the 501(c)(x) if I
wanted, for example? Could I decide to transfer the Gentoo name and logo to
me personally, rather than the foundation, but give the foundation an
unlimited license to use it, so that legal disclaimers read "Gentoo is a
registered trademark of Daniel Robbins" just like it says "Linux is a
registered trademark of Linus Torvalds?" 

There are some examples that might be attractive to me. How would we go
about making those changes if I decide I'd like to make them? Would these
changes require the approval of the board of trustees or can I just make
them unilaterally? Having an unlimited license to use the Gentoo name
wouldn't materially affect the work of the Foundation, so does that mean
that I can just go ahead and make the change like some of you want to switch
from c6 or c3? Yes _or_ no answers (with explanation) are welcome. I'm just
trying to be up-front and get an understanding.

Please do not interpret this in a bad way: How happy would you be if my
lawyer suggested that I amend the agreement so that I receive $250,000 in
exchange for the transfer of intellectual property to the NFP, and I defend
this change claiming that "I'm obligated to act in the best interests of
Daniel Robbins?" I think this would be a pretty meaningless explanation, but
this is the exact reasoning/explanation that you are offering to me. 

So, I think that if we are making changes to the agreement, we need to dig a
bit deeper for guidelines that we should follow. Is everything negotiable,
but it needs to be agreed by both parties? Fine. Or are there some things
that can be changed without the consent of the other party? If so, what
kinds of things fall into that category? Or should we just make a best
effort to meet each others needs and act in good faith? If so, then fine,
I'm willing to do that if you are willing to be fair and reciprocate.

And again, I mean no offense at all by what I just said, I'm just being
honest about what I'm thinking. There are obvious ways that I could change
the agreement (even reasonable, low-impact to the NFP ways) to be more in
line with my interests. They're not critical, but you can always find ways
to make any agreement slightly better for one party or the other.

Regards,

Daniel


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Re: [gentoo-trustees] FW: [gentoo-nfp] I met with my lawyer

[Grant Goodyear]

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> Could I drop my obligation to pay for the funding of the 501(c)(x) if I
> wanted, for example? Could I decide to transfer the Gentoo name and logo to
> me personally, rather than the foundation, but give the foundation an
> unlimited license to use it, so that legal disclaimers read "Gentoo is a
> registered trademark of Daniel Robbins" just like it says "Linux is a
> registered trademark of Linus Torvalds?" 

I believe the answers are "yes", "no", "yes", and "I'm not sure".  You
could decide not to pay for the 501(c)(x), but you've already signed a
document granting the Gentoo Foundation use of the name so I don't
believe that the name could be transferred to you.  The logo could be
transferred to you, of course.  My guess is that because you gave
written permission for Gentoo Foundation, Inc to use the name you
probably couldn't force such legal disclaimers, but I could certainly be
wrong about that.  

> Please do not interpret this in a bad way: How happy would you be if my
> lawyer suggested that I amend the agreement so that I receive $250,000 in
> exchange for the transfer of intellectual property to the NFP, and I defend
> this change claiming that "I'm obligated to act in the best interests of
> Daniel Robbins?" I think this would be a pretty meaningless explanation, but
> this is the exact reasoning/explanation that you are offering to me. 

Quite seriously, I have no problems with you acting in the best
interests of Daniel Robbins.  Of course, Gentoo Foundation, Inc
currently has no money, so charging for the Gentoo IP probably isn't in
your best interest.  

> So, I think that if we are making changes to the agreement, we need to dig a
> bit deeper for guidelines that we should follow. Is everything negotiable,
> but it needs to be agreed by both parties? Fine. Or are there some things
> that can be changed without the consent of the other party? If so, what
> kinds of things fall into that category? Or should we just make a best
> effort to meet each others needs and act in good faith? If so, then fine,
> I'm willing to do that if you are willing to be fair and reciprocate.

That last is the view I've been taking.  I certainly have no desire to
make things worse for you, and I don't believe that anybody else here
does, either. 

Best,
g2boojum
-- 
Grant Goodyear	
Gentoo Developer
g2boojum@gentoo.org
http://www.gentoo.org/~g2boojum
GPG Fingerprint: D706 9802 1663 DEF5 81B0  9573 A6DC 7152 E0F6 5B76

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Re: [gentoo-trustees] FW: [gentoo-nfp] I met with my lawyer

[Kurt Lieber]

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On Thu, Jul 15, 2004 at 04:18:02PM -0600 or thereabouts, Daniel Robbins wrote:
> Could I drop my obligation to pay for the funding of the 501(c)(x) if I
> wanted, for example? Could I decide to transfer the Gentoo name and logo to
> me personally, rather than the foundation, but give the foundation an
> unlimited license to use it, so that legal disclaimers read "Gentoo is a
> registered trademark of Daniel Robbins" just like it says "Linux is a
> registered trademark of Linus Torvalds?" 

Daniel -- all we're trying to do is to do what is best for Gentoo.  That is
what you asked us to do originally.  I'm very sorry if you perceive our
seeking of a second opinion as a violation of the agreement we made.  As
Grant said, I never perceived it to be an agreement, but more of a
guideline.  The message I took away was, "be gentle caretakers" and "do
what is best for our users".  

None of us have anything to gain from second-guessing your original choice
for a 501(c)(6) status.  There are no ulterior motives.  We simply weren't
involved with the decision making process and, now that we're charged with
the caretaking of Gentoo, maybe we need to make sure that we're more
informed about the decisions that have been made to this point.  The only
reason we are doing this is to ensure that we are being the best caretakers
possible.  Why are you so upset over this?  Why is it even an issue?

You are taking this personally and I wish you wouldn't.  What you don't
realize is we're doing exactly what you asked us to do, which is to ensure
we protect the interests of our users.

--kurt

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RE: [gentoo-trustees] FW: [gentoo-nfp] I met with my lawyer

[Daniel Robbins]

> Daniel -- all we're trying to do is to do what is best for 
> Gentoo.  That is what you asked us to do originally.  I'm 
> very sorry if you perceive our seeking of a second opinion as 
> a violation of the agreement we made.  As Grant said, I never 
> perceived it to be an agreement, but more of a guideline.  
> The message I took away was, "be gentle caretakers" and "do 
> what is best for our users".

I am, and still am, open to you looking at 501(c)(3) status if you want.
But, you'd have to agree, this does constitute a change in the general plan
that we have been following. So it raised some questions. But I'm OK with
you guys looking into it, and even switching to a 501(c)(3), regardless of
whether I think it's a good idea (hopefully you can convince me too, though)
*as long as* you are also open to me making reasonable changes as well. It's
a principle thing, but also a practical question.

Grant's reply was all that I was looking for. I really didn't understand the
logic you were following in your reply, or maybe I did, but I didn't find it
helpful. So I pointed that out, and as I explained in the email I did not
want you to interpret what I said in a "bad way" (meaning that I'd actually
do it, it was a hypothetical example.)
 
> None of us have anything to gain from second-guessing your 
> original choice for a 501(c)(6) status.  There are no 
> ulterior motives.  We simply weren't involved with the 
> decision making process and, now that we're charged with the 
> caretaking of Gentoo, maybe we need to make sure that we're 
> more informed about the decisions that have been made to this 
> point.  The only reason we are doing this is to ensure that 
> we are being the best caretakers possible.  Why are you so 
> upset over this?  Why is it even an issue?

I'm not upset over this at all. I was just trying to get a feel for where
everyone stood on this issue, what your expectations are and what mine
should be, and what the general principles should be going forward. I wanted
clarification for how the rules applied to both parties, not just in the
specific instance of looking at 501(c)(3) status, but how either party (not
just the NFP, but me) might pursue making changes to the general plan if
they wanted. I'm a creative person and I like to know what my options are.

> You are taking this personally and I wish you wouldn't.  What 
> you don't realize is we're doing exactly what you asked us to 
> do, which is to ensure we protect the interests of our users.

I'm actually not taking this personally. I'm just asking for some context
about how changes of this caliber should be made, and what expectations
should be on both sides. IMO, it's a good thing to do. I want you to have
the flexibility that you need to do the best job for Gentoo that you can.

I hope that helps.

Regards,

Daniel



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RE: [gentoo-trustees] FW: [gentoo-nfp] I met with my lawyer

[Paul de Vrieze]

> So, I think that if we are making changes to the agreement, we need to dig a
> bit deeper for guidelines that we should follow. Is everything negotiable,
> but it needs to be agreed by both parties? Fine. Or are there some things

For me the above is true, everything is negotiable. I'm not entirely clear on
the exact diferences between the two NFP forms and why we would want either of
them. Personally I don't really care for myself except that I feel that while
we still have the possibility we might want to try to look whether the current
option is really the "best", including for your interest.

> that can be changed without the consent of the other party? If so, what
> kinds of things fall into that category? Or should we just make a best
> effort to meet each others needs and act in good faith? If so, then fine,
> I'm willing to do that if you are willing to be fair and reciprocate.
>
> And again, I mean no offense at all by what I just said, I'm just being
> honest about what I'm thinking. There are obvious ways that I could change
> the agreement (even reasonable, low-impact to the NFP ways) to be more in
> line with my interests. They're not critical, but you can always find ways
> to make any agreement slightly better for one party or the other.

I don't think that any of us wants to damage your interests in any way.

Paul

--
Paul de Vrieze
Gentoo Developer
Mail: pauldv@gentoo.org
Homepage: http://www.devrieze.net


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Re: [gentoo-trustees] FW: [gentoo-nfp] I met with my lawyer

[Grant Goodyear]

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Hi, Daniel.
  Here's my thoughts, for whatever they're worth.

> If the answer is "it depends," then what criteria is used to decide what
> parts of the agreement can be changed, and which party has the authority to
> make the change? And what policy do we have (if any exists) for changes to
> be made? These are all legitimate questions, and you (trustees) should be
> able and willing to discuss these issues without feeling threatened.

I don't feel particularly threatened, just confused.  Are you able to
change your part of the agreement?  Of course you are.  We're assuming
that you won't do so in a substantive way, because we trust you, but we
couldn't stop you if you changed your mind.

I have to admit that I didn't realize that the e-mails you posted were
supposed to constitute a precise agreement under which you were spinning off
Gentoo Foundation, Inc.  I had, indeed, assumed that they formed a
general set of guidelines that we should implement as best we can.  

> If you don't want
> to be a trade association, there's nothing stopping you from also ignoring
> the plan for having developer-members. In fact, you can't have
> developer-members with a federal charity since you can't place as much
> restrictions on membership. What if I made a past commitment to have
> developer-members to some Gentoo developers? Then this change from c6 to c3
> would amount to me breaking a commitment to the development team. 

I think you may be assuming malice where none exists.  I'm quite
grateful that you handled setting up the NM NFP.  You chose not to
handle setting up the 501.c(x) because you thought that finding a job so
that your family could eat should probably take priority.  Makes sense.
The Trustees, however, were then starting pretty much from zero in
understanding the 501.c(x) tax stuff, so we dumped the job on cshields
and he volunteered to try to make sense of things.  My understanding was
that Corey hadn't found an obvious reason that we shouldn't consider a
c(3) instead of a c(6), so it seemed like a sensible thing to address w/
the lawyers that zhen is contacting.


> If you represent Gentoo, and you are changing the agreement to be in the
> best interests of Gentoo, then why can't I, as the other party in the
> agreement, also make other changes to be in my best interests? Or are
> Gentoo's interests more legitimate than my interests? I hope not.

Of course not.  I (and I think most of the other people who have
replied) fail to see what sort of "tweaking" would actually be helpful
to you, though, which is why people keep asking different versions of
"Whachu talkin' about, Willis?!"  As for changing things in the best
interests of Gentoo, I would think that  the Trustees have a duty to do
so, as long as it does not impact you negatively.  That last clause is,
of course, just as important as the first one.

> I'd just like to know whether you view the email that I forwarded as an
> agreement that we are all trying to follow in good faith, or a suggested
> course of action that neither party is under any obligation to follow? Or
> something in-between? I'd honestly like to know, and I'm asking this
> question in an honest attempt to understand your expectations of me and what
> expectations I should have of you. It's an attempt to get on the same page.

That's a good question.  I have to admit that my Gentoo-related
expectations of you were pretty low, since I figured you had more than
enough on your plate right now.  At some point we would manage to get a
decent transfer-of-copyright form drafted so that you could transfer the
Gentoo IP to the NFP while retaining perpetual usage rights.  I had
forgotten about the store potentially paying for the 501.c(x) filing,
assuming that for the moment we were essentially operating with no
budget.  I assume that you'll let us know if you ever want to stop
running the store, so that we can arrange for somebody else to make CDs
and such.  *Shrug*  It looks like it's much more important to ask what
you're expectations of us are.  The e-mails are a tad flawed (for
example, you're _not_ a Trustee), so it might well be worth assembling
another version of your page so that we can compare.

Best,
g2boojum
-- 
Grant Goodyear	
Gentoo Developer
g2boojum@gentoo.org
http://www.gentoo.org/~g2boojum
GPG Fingerprint: D706 9802 1663 DEF5 81B0  9573 A6DC 7152 E0F6 5B76

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[gentoo-trustees] FW: [gentoo-nfp] I met with my lawyer

[Daniel Robbins]

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-----Original Message-----
From: Kurt Lieber [mailto:klieber@gentoo.org] 
Sent: Friday, April 16, 2004 6:11 PM
To: gentoo-nfp@lists.gentoo.org
Subject: Re: [gentoo-nfp] I met with my lawyer

On Fri, Apr 16, 2004 at 03:16:30PM -0600 or thereabouts, Daniel Robbins
wrote:
> There will be an initial board of trustees appointed, which will be 
> selected to meet my commitments to existing managers and developers. 
> This initial board of trustees will serve for one year from the 
> establishment of the Gentoo Foundation, after which point a the board 
> will be elected by the members (Gentoo developers.) After that, 
> regular elections will be held (election cycle TBD) to determine board
members.

How does the board of trustees make decisions?  Is everyone on the board an
equal member with an equal vote?

> If you have any suggestions for improvement or for coordinator/project 
> lead structure, try to see if you can suggest it so that it can work 
> in the context of what I've just outlined above.

This all looks great and I'm very excited to see it become a reality.
Thank you very much for making it happen.

--kurt

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