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To: gentoo-project@g.o
From: Roy Bamford <neddyseagoon@g.o>
Subject: Re: Council discuss: overlapping council terms of two years
Date: Wed, 03 Aug 2011 21:21:02 +0100
On 2011.08.02 23:37, Markos Chandras wrote:
> On 08/02/2011 11:21 PM, Roy Bamford wrote:
> > On 2011.08.02 22:50, Markos Chandras wrote:
> >> On 08/02/2011 07:24 PM, Roy Bamford wrote:
> >>>
> >>> Maybe its time to reorganise Gentoo along standard corporate
> >>> lines again, as it was before drobbins left. If we go in that
> >>> direction, the council becomes a technical committee that is part
> >>> of the Foundation. GLEP39 is no longer needed and the Foundation
> >>> bylaws are
> >>> amended to reflect the new structure.
> >>
> >> If we go in that direction, I see no point in having the
> >> Foundation and the Council as two separate entities. In this case
> >> it would make much more sense to merge them.
> >
> > Division of responsibilities is important, in the business world,
> > its essential, and the Foundation is first and foremost a business,
> > even if its directors and officers are not paid. The Foundation 
> > does not get any special treatment from the state of New Mexico, 
> > nor the IRS and friends.
> The Council and the Foundation already have different
> responsibilities.
> >
> > It would be unethical if the council could vote funds for a council
> > devised project. Likewise, trustees need business administration
> > skills rather than technical skills and should not determine the
> > technical direction of Gentoo.
> Agreed. But this is the kind of structure we have at the moment isn't
> it?
Its the way it works at the moment but its not structure. GLEP39 sets 
the terms of reference for the council and the bylaws and corporate 
laws of New Mexico set the terms of reference for the Gentoo 

Where is the relationship between the two bodies documented?
It isn't.  The foundation was set up to inherit the property of Gentoo 
Technologies Inc., in 2004 when drobbins left Gentoo.
The council was set up some time later (2006?), when the Top Level 
Project Leads could no longer set the technical direction, thus Gentoo 
is unique in the corporate world having two entirely separate leading 

> >
> > I'm suggesting that the informal interdependencies that are present
> > between the council and the foundation be formalised along the 
> > lines of a standard corporation.
> This is the part that I don't understand. Could you please explain
> that and/or provide a layout of the new organizational structure that 
> you propose?
The following maps a Basic Corporate Structure onto Gentoo.

Basic Corporate Structure                | Gentoo Structure​
Ownership                                | Foundation
Board of Directors                       | Trustees
Management Team (CEO CFO COO)    	 | Foundation Officers [1] \
General Manager or CTO                   | Council [2]
Department Heads                         | Project Leads

[1] Foundation officers can be anyone capable of discharging their 
duties. They need not be Foundation members. They are 
Foundation employees. Indeed its good to keep the officers and 
directors separate, so the directors direct and the officers do the 
work. Officers do not get board member votes

[2] Its somewhat unusual to have a committee as a general manager but I 
don't see a single individual having the time to undertake a chief 
technical officer role in Gentoo. drobbins was the last one to try and 
it was more than he could manage, even full time plus his spare time.
The council also become Foundation Officers.

> >
> >> I don't quite like the idea though.
> > Would you care to expand on that?
> >
> Mainly because I fail to understand the changes you propose and
> because
> I am quite happy with the way things are at the moment.

Things work well at the moment because 
a) the individuals involved make things work
b) we have never hit any bad times

The clarity of a formal structure is needed for when things begin to go 
wrong, e.g. the Foundation loses its good standing ... then what?
What about in the months before the council was formed, should the 
Foundation have done something to restore technical leadership sooner ?

I don't see it making much difference to the way Gentoo operates during 
normal times, so you might not notice the change.

> --
> Regards,
> Markos Chandras / Gentoo Linux Developer / Key ID: B4AFF2C2


Roy Bamford
(Neddyseagoon) a member of
pgpQJeo2WG33E.pgp (PGP signature)
Re: Council discuss: overlapping council terms of two years
-- Markos Chandras
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