Thanks Grant for giving this extensive overview! Indeed, there's been a
lot of talk about the offer of drobbins, so it's good to hear "the other
side of the story" now.
i also fully agree with John Alberts, about putting this on the front
page as news! Or at least put up a link to it!
Thanks again! Keep us posted please!
Senno During
On Jan 18, 2008 9:15 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 Foundation's charter having been revoked, that the Foundation has thus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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