Gentoo Archives: gentoo-nfp

From: Senno During <senno.during@×××××.com>
To: gentoo-nfp@l.g.o
Subject: Re: [gentoo-nfp] Foundation update
Date: Fri, 18 Jan 2008 21:33:05
Message-Id: 8d4615a30801181332pc4a6406y2c3b7c42ac969aa4@mail.gmail.com
In Reply to: [gentoo-nfp] Foundation update by Grant Goodyear
1 Thanks Grant for giving this extensive overview! Indeed, there's been a
2 lot of talk about the offer of drobbins, so it's good to hear "the other
3 side of the story" now.
4
5 i also fully agree with John Alberts, about putting this on the front
6 page as news! Or at least put up a link to it!
7
8 Thanks again! Keep us posted please!
9
10 Senno During
11
12 On Jan 18, 2008 9:15 PM, Grant Goodyear <g2boojum@g.o> wrote:
13 > Here's an update. It's the same as on my blog.
14 >
15 >
16 > Current state of affairs
17 > ------------------------
18 >
19 > With help from Renat Lumpau (rl03), I spent some time this week talking
20 > to the Foundation's lawyers, collecting documents, and sifting through
21 > old e-mails. As I posted on gentoo-nfp a couple of days ago, the state
22 > of New Mexico did, indeed, revoke the charter for the Gentoo Foundation,
23 > Inc. in October of 2007. It's still not entirely clear why, since I
24 > mailed a check along with the (then) current and past-due annual reports
25 > to the state of NM way back in July. Since the check never cleared, it
26 > seems a good guess that the paperwork went astray, but we won't know
27 > until Renat's request (and $5) are processed by NM and they get back to
28 > him.
29 >
30 > In any event, having the Foundation's charter revoked is exceptionally
31 > embarrassing, but not catastrophic. The state of NM has a
32 > straightforward procedure for reinstating a revoked charter, as long as
33 > the request to do so is filed within two years of the charter's
34 > revocation. This morning I sent by USPS Express Mail (tracking number
35 > EO 943 358 815 US for those who want to play follow-the-paperwork from
36 > home) an envelope to the New Mexico Public Regulation Commission,
37 > Corporations Bureau containing an application for reinstatement, copies
38 > of the missing annual reports, and a check for $60.
39 >
40 > Does the Foundation currently exist?
41 > ------------------------------------
42 >
43 > Yes.
44 >
45 > Many, many people have assumed, quite understandably, that with the
46 > Foundation's charter having been revoked, that the Foundation has thus
47 > ceased to exist. That's not really true. You can see this by looking
48 > at the NM statutes, but it's simplest to see by looking at what happens
49 > when NM receives the application for reinstatement. The New Mexico
50 > public regulation commission will determine if all of our paperwork is
51 > in order. If it isn't, they'll let us know what we need to do to
52 > complete it. Once it is, the commission will cancel the certificate of
53 > revocation and file a certificate of reinstatement that takes effect "as
54 > of the effective date of the administrative revocation and the
55 > corporation resumes carrying on its business as if the administrative
56 > revocation had never occurred".
57 >
58 > http://tinyurl.com/2v6qtl
59 >
60 > Who is in charge here, anyway?
61 > ------------------------------
62 >
63 > Well, for the moment, I am. Of course, since I'm one of the people who
64 > let the Foundation's charter get revoked, that's probably not a good
65 > thing, but that's what we have right at the moment. Who am I? I'm one
66 > of the two Trustees who hasn't resigned. (The other is pauldv.) I'm
67 > also one of the original Trustees from when the Foundation was
68 > incorporated. During that initial period I was made the Secretary of
69 > the Foundation so that I could establish banking (which requires that
70 > the Secretary sign the forms), and in 2005 I was chosen by the
71 > then-newly-elected Trustees to be the President of the Foundation. The
72 > important part from the above is that I had the legal authority to sign
73 > the application for reinstatement that I mailed earlier today.
74 >
75 > Could somebody else be in charge?
76 > ---------------------------------
77 >
78 > Yes, but it would take some time.
79 >
80 > The Foundation has members. Those members could set up an election,
81 > vote out the current bums, and choose new, more dedicated folks to run
82 > things. Who are these members? It's anybody who voted in a previous
83 > Trustee election, and all current Gentoo devs who have been a developer
84 > for one year at the closing of the election poll and actually vote in
85 > the election. The Gentoo Foundation has a _lot_ of members.
86 >
87 > An alternative is for the existing Trustees to appoint new trustees to
88 > fill the gaps left by those Trustees who have left. That would take
89 > less time, but I'd feel much better doing that if new elections were
90 > scheduled to occur within a reasonable amount of time.
91 >
92 > What happened to the SFLC?
93 > --------------------------
94 >
95 > Weren't we going to consider joinging the Software Freedom Law Center's
96 > Software Freedom Conservancy (http://conservancy.softwarefreedom.org/)?
97 > Yes, and the SFC was, and still is, interested (as of just a few days
98 > ago, anyway), although they have some concerns about managing the legal
99 > aspects of an entire distribution. (Gentoo would be larger, by far,
100 > than any of their current member projects.) I still think that's the
101 > right way to go, although it's ultimately going to depend on what the
102 > Foundation's members want. The bottleneck right now is the assembly of
103 > documents that the SFC needs to go forward:
104 >
105 > * Certificate of Incorporation (or analogous document for your org)
106 >
107 > * Existing By-Laws for the Organization
108 >
109 > * List of Directors (and historical list of previous directors, if
110 > available)
111 >
112 > * List of Officers (and historical list of previous officers, if
113 > available)
114 >
115 > * Minutes from all Board meetings for the last three years
116 >
117 > * All Board Resolutions passed by the Directors
118 >
119 > * Membership meeting minutes (if your organization is a membership
120 > organization)
121 >
122 > * All Membership Resolutions (if your organization is a membership
123 > organization)
124 >
125 > * All annual reports (published, or filed with any state or federal
126 > agency)
127 >
128 > * All audited annual finanicals (if any were audited and/or filed)
129 >
130 > * All financial reports of any kind for the last three years
131 >
132 > * Copy of all state and/or federal filings (particularly including but
133 > not limited to tax-related filings) for the last three years. In
134 > particular, be sure to include:
135 >
136 > + the IRS determination letter for the status of your filing
137 >
138 > + Your IRC Form 1023 filing
139 >
140 > * List of any ongoing threats of litigation, or other disputes, and
141 > documentation of any resolved past litigation
142 >
143 > * A list of all assets currently held by the organization (including
144 > backup documentation, such as copy of bank statements, etc.)
145 >
146 > + Include a copy of *all* bank statements for the last year
147 >
148 > * Any contracts that the organization has executed in the last three
149 > years (plus any older than that if they remain active)
150 >
151 > * A list of any outstanding loans, leans, or other debts held by the
152 > Organization
153 >
154 > Much of this stuff needs to be assembled by me (because I have most of
155 > the docs), and I got rather busy the last six months and didn't do any
156 > of it. I'm going to try to pull together as much as possible this
157 > weekend, but I could use help on a couple of items. Our sponsored ads
158 > on www.gentoo.org presumably constitute contracts of some sort, so if we
159 > have anything in writing I could use a copy. Our major tangible assets
160 > are the various gentoo boxes that we have, so a list of those would be
161 > helpful. I vaguely remember that once upon a time we fired a dev who
162 > then threatened to sue us (but never did, fortunately). Nonetheless,
163 > we'd best include that info as well. Help from devrel on that one,
164 > please? I'd like to have all of this stuff sent to the SFC on Monday,
165 > if at all possible.
166 >
167 > Looking forward
168 > ---------------
169 >
170 > So, what's next?
171 >
172 > We need new Trustees. I don't think anybody will disagree there.
173 >
174 > We need to decide (again) what the role of the Foundation should be.
175 > Currently, the Foundation exists to handle Gentoo's financial matters,
176 > protect and defend Gentoo's trademarks and other intellectual property,
177 > and provide ownership of various "hard" assets, such as the various
178 > Gentoo server boxes. The Foundation has almost no influence right now
179 > over actual Gentoo (the OS) development. The only caveat there is that
180 > Gentoo needs to satisfy the requirements of a non-profit organization,
181 > and it's the Foundation's job to let the Council know if something is
182 > happening that might threaten the Foundation's non-profit status. I
183 > believe that this role is what the majority of the Foundation's members
184 > actually want, and it's one that I believe would be even better served
185 > by having the SFC handle it instead of us. That said, there has been a
186 > lot of support for what drobbins has proposed
187 > (http://blog.funtoo.org/2008/01/here-my-offer.html), which would make
188 > the Foundation responsible for the health and direction of Gentoo as a
189 > whole. That's a discussion that's certainly worth having, and
190 > gentoo-nfp@g.o is standing by.... Let's try not to take forever
191 > having this discussion, so consider Monday, 23:59 UTC, to be a deadline
192 > for your electronic voice to be heard.
193 >
194 > What about drobbins' proposal?
195 > ------------------------------
196 >
197 > I'd like to push off until Monday any actual decision, so that the above
198 > discussion can happen first. I don't think drobbins will mind the
199 > delay, although he's not around right now for me to check first.
200 > --
201 > Grant Goodyear
202 > Gentoo Developer
203 > g2boojum@g.o
204 > http://www.gentoo.org/~g2boojum
205 > GPG Fingerprint: D706 9802 1663 DEF5 81B0 9573 A6DC 7152 E0F6 5B76
206 >
207 --
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