Re: [gentoo-nfp] Foundation update

[Alec Warner]

On 1/18/08, John Alberts <john.m.alberts@×××××.com> wrote:
> Thank you for taking the time to elaborate so well on the status of everything.
>
>
> > That said, there has been a
> > lot of support for what drobbins has proposed
> > (http://blog.funtoo.org/2008/01/here-my-offer.html), which would make
> > the Foundation responsible for the health and direction of Gentoo as a
> > whole.  That's a discussion that's certainly worth having, and
> > gentoo-nfp@g.o is standing by....  Let's try not to take forever
> > having this discussion, so consider Monday, 23:59 UTC, to be a deadline
> > for your electronic voice to be heard.
>
> The only way the word will truly get out about this, is to put a
> notice on the front page with a link to this message.  Maybe someone
> who has access to the front page could post a little something on
> there about this?

Patience, a link is coming ;)

-Alec

>
> John Alberts
>
>
>
> On Jan 18, 2008 2:15 PM, Grant Goodyear <g2boojum@g.o> wrote:
> > Here's an update.  It's the same as on my blog.
> >
> >
> > Current state of affairs
> > ------------------------
> >
> > With help from Renat Lumpau (rl03), I spent some time this week talking
> > to the Foundation's lawyers, collecting documents, and sifting through
> > old e-mails.  As I posted on gentoo-nfp a couple of days ago, the state
> > of New Mexico did, indeed, revoke the charter for the Gentoo Foundation,
> > Inc. in October of 2007.  It's still not entirely clear why, since I
> > mailed a check along with the (then) current and past-due annual reports
> > to the state of NM way back in July.  Since the check never cleared, it
> > seems a good guess that the paperwork went astray, but we won't know
> > until Renat's request (and $5) are processed by NM and they get back to
> > him.
> >
> > In any event, having the Foundation's charter revoked is exceptionally
> > embarrassing, but not catastrophic.  The state of NM has a
> > straightforward procedure for reinstating a revoked charter, as long as
> > the request to do so is filed within two years of the charter's
> > revocation.  This morning I sent by USPS Express Mail (tracking number
> > EO 943 358 815 US for those who want to play follow-the-paperwork from
> > home) an envelope to the New Mexico Public Regulation Commission,
> > Corporations Bureau containing an application for reinstatement, copies
> > of the missing annual reports, and a check for $60.
> >
> > Does the Foundation currently exist?
> > ------------------------------------
> >
> > Yes.
> >
> > Many, many people have assumed, quite understandably, that with the
> > Foundation's charter having been revoked, that the Foundation has thus
> > ceased to exist.  That's not really true.  You can see this by looking
> > at the NM statutes, but it's simplest to see by looking at what happens
> > when NM receives the application for reinstatement.  The New Mexico
> > public regulation commission will determine if all of our paperwork is
> > in order.  If it isn't, they'll let us know what we need to do to
> > complete it.  Once it is, the commission will cancel the certificate of
> > revocation and file a certificate of reinstatement that takes effect "as
> > of the effective date of the administrative revocation and the
> > corporation resumes carrying on its business as if the administrative
> > revocation had never occurred".
> >
> > http://tinyurl.com/2v6qtl
> >
> > Who is in charge here, anyway?
> > ------------------------------
> >
> > Well, for the moment, I am.  Of course, since I'm one of the people who
> > let the Foundation's charter get revoked, that's probably not a good
> > thing, but that's what we have right at the moment.  Who am I?  I'm one
> > of the two Trustees who hasn't resigned.  (The other is pauldv.)  I'm
> > also one of the original Trustees from when the Foundation was
> > incorporated.  During that initial period I was made the Secretary of
> > the Foundation so that I could establish banking (which requires that
> > the Secretary sign the forms), and in 2005 I was chosen by the
> > then-newly-elected Trustees to be the President of the Foundation.  The
> > important part from the above is that I had the legal authority to sign
> > the application for reinstatement that I mailed earlier today.
> >
> > Could somebody else be in charge?
> > ---------------------------------
> >
> > Yes, but it would take some time.
> >
> > The Foundation has members.  Those members could set up an election,
> > vote out the current bums, and choose new, more dedicated folks to run
> > things.  Who are these members?  It's anybody who voted in a previous
> > Trustee election, and all current Gentoo devs who have been a developer
> > for one year at the closing of the election poll and actually vote in
> > the election.  The Gentoo Foundation has a _lot_ of members.
> >
> > An alternative is for the existing Trustees to appoint new trustees to
> > fill the gaps left by those Trustees who have left.  That would take
> > less time, but I'd feel much better doing that if new elections were
> > scheduled to occur within a reasonable amount of time.
> >
> > What happened to the SFLC?
> > --------------------------
> >
> > Weren't we going to consider joinging the Software Freedom Law Center's
> > Software Freedom Conservancy (http://conservancy.softwarefreedom.org/)?
> > Yes, and the SFC was, and still is, interested (as of just a few days
> > ago, anyway), although they have some concerns about managing the legal
> > aspects of an entire distribution.  (Gentoo would be larger, by far,
> > than any of their current member projects.) I still think that's the
> > right way to go, although it's ultimately going to depend on what the
> > Foundation's members want.  The bottleneck right now is the assembly of
> > documents that the SFC needs to go forward:
> >
> >   * Certificate of Incorporation (or analogous document for your org)
> >
> >   * Existing By-Laws for the Organization
> >
> >   * List of Directors (and historical list of previous directors, if
> >     available)
> >
> >   * List of Officers (and historical list of previous officers, if
> >     available)
> >
> >   * Minutes from all Board meetings for the last three years
> >
> >   * All Board Resolutions passed by the Directors
> >
> >   * Membership meeting minutes (if your organization is a membership
> >     organization)
> >
> >   * All Membership Resolutions (if your organization is a membership
> >     organization)
> >
> >   * All annual reports (published, or filed with any state or federal
> >     agency)
> >
> >   * All audited annual finanicals (if any were audited and/or filed)
> >
> >   * All financial reports of any kind for the last three years
> >
> >   * Copy of all state and/or federal filings (particularly including but
> >     not limited to tax-related filings) for the last three years.  In
> >     particular, be sure to include:
> >
> >       + the IRS determination letter for the status of your filing
> >
> >       + Your IRC Form 1023 filing
> >
> >   * List of any ongoing threats of litigation, or other disputes, and
> >     documentation of any resolved past litigation
> >
> >   * A list of all assets currently held by the organization (including
> >     backup documentation, such as copy of bank statements, etc.)
> >
> >       + Include a copy of *all* bank statements for the last year
> >
> >   * Any contracts that the organization has executed in the last three
> >     years (plus any older than that if they remain active)
> >
> >   * A list of any outstanding loans, leans, or other debts held by the
> >     Organization
> >
> > Much of this stuff needs to be assembled by me (because I have most of
> > the docs), and I got rather busy the last six months and didn't do any
> > of it.  I'm going to try to pull together as much as possible this
> > weekend, but I could use help on a couple of items.  Our sponsored ads
> > on www.gentoo.org presumably constitute contracts of some sort, so if we
> > have anything in writing I could use a copy.  Our major tangible assets
> > are the various gentoo boxes that we have, so a list of those would be
> > helpful.  I vaguely remember that once upon a time we fired a dev who
> > then threatened to sue us (but never did, fortunately).  Nonetheless,
> > we'd best include that info as well.  Help from devrel on that one,
> > please?  I'd like to have all of this stuff sent to the SFC on Monday,
> > if at all possible.
> >
> > Looking forward
> > ---------------
> >
> > So, what's next?
> >
> > We need new Trustees.  I don't think anybody will disagree there.
> >
> > We need to decide (again) what the role of the Foundation should be.
> > Currently, the Foundation exists to handle Gentoo's financial matters,
> > protect and defend Gentoo's trademarks and other intellectual property,
> > and provide ownership of various "hard" assets, such as the various
> > Gentoo server boxes.  The Foundation has almost no influence right now
> > over actual Gentoo (the OS) development.  The only caveat there is that
> > Gentoo needs to satisfy the requirements of a non-profit organization,
> > and it's the Foundation's job to let the Council know if something is
> > happening that might threaten the Foundation's non-profit status.  I
> > believe that this role is what the majority of the Foundation's members
> > actually want, and it's one that I believe would be even better served
> > by having the SFC handle it instead of us.  That said, there has been a
> > lot of support for what drobbins has proposed
> > (http://blog.funtoo.org/2008/01/here-my-offer.html), which would make
> > the Foundation responsible for the health and direction of Gentoo as a
> > whole.  That's a discussion that's certainly worth having, and
> > gentoo-nfp@g.o is standing by....  Let's try not to take forever
> > having this discussion, so consider Monday, 23:59 UTC, to be a deadline
> > for your electronic voice to be heard.
> >
> > What about drobbins' proposal?
> > ------------------------------
> >
> > I'd like to push off until Monday any actual decision, so that the above
> > discussion can happen first.  I don't think drobbins will mind the
> > delay, although he's not around right now for me to check first.
> > --
> > Grant Goodyear
> > Gentoo Developer
> > g2boojum@g.o
> > http://www.gentoo.org/~g2boojum
> > GPG Fingerprint: D706 9802 1663 DEF5 81B0  9573 A6DC 7152 E0F6 5B76
> >
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