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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