Re: [gentoo-trustees] FW: [gentoo-nfp] I met with my lawyer

[Grant Goodyear]

Hi, Daniel.
  Here's my thoughts, for whatever they're worth.

> If the answer is "it depends," then what criteria is used to decide what
> parts of the agreement can be changed, and which party has the authority to
> make the change? And what policy do we have (if any exists) for changes to
> be made? These are all legitimate questions, and you (trustees) should be
> able and willing to discuss these issues without feeling threatened.

I don't feel particularly threatened, just confused.  Are you able to
change your part of the agreement?  Of course you are.  We're assuming
that you won't do so in a substantive way, because we trust you, but we
couldn't stop you if you changed your mind.

I have to admit that I didn't realize that the e-mails you posted were
supposed to constitute a precise agreement under which you were spinning off
Gentoo Foundation, Inc.  I had, indeed, assumed that they formed a
general set of guidelines that we should implement as best we can.  

> If you don't want
> to be a trade association, there's nothing stopping you from also ignoring
> the plan for having developer-members. In fact, you can't have
> developer-members with a federal charity since you can't place as much
> restrictions on membership. What if I made a past commitment to have
> developer-members to some Gentoo developers? Then this change from c6 to c3
> would amount to me breaking a commitment to the development team.

I think you may be assuming malice where none exists.  I'm quite
grateful that you handled setting up the NM NFP.  You chose not to
handle setting up the 501.c(x) because you thought that finding a job so
that your family could eat should probably take priority.  Makes sense.
The Trustees, however, were then starting pretty much from zero in
understanding the 501.c(x) tax stuff, so we dumped the job on cshields
and he volunteered to try to make sense of things.  My understanding was
that Corey hadn't found an obvious reason that we shouldn't consider a
c(3) instead of a c(6), so it seemed like a sensible thing to address w/
the lawyers that zhen is contacting.


> If you represent Gentoo, and you are changing the agreement to be in the
> best interests of Gentoo, then why can't I, as the other party in the
> agreement, also make other changes to be in my best interests? Or are
> Gentoo's interests more legitimate than my interests? I hope not.

Of course not.  I (and I think most of the other people who have
replied) fail to see what sort of "tweaking" would actually be helpful
to you, though, which is why people keep asking different versions of
"Whachu talkin' about, Willis?!"  As for changing things in the best
interests of Gentoo, I would think that  the Trustees have a duty to do
so, as long as it does not impact you negatively.  That last clause is,
of course, just as important as the first one.

> I'd just like to know whether you view the email that I forwarded as an
> agreement that we are all trying to follow in good faith, or a suggested
> course of action that neither party is under any obligation to follow? Or
> something in-between? I'd honestly like to know, and I'm asking this
> question in an honest attempt to understand your expectations of me and what
> expectations I should have of you. It's an attempt to get on the same page.

That's a good question.  I have to admit that my Gentoo-related
expectations of you were pretty low, since I figured you had more than
enough on your plate right now.  At some point we would manage to get a
decent transfer-of-copyright form drafted so that you could transfer the
Gentoo IP to the NFP while retaining perpetual usage rights.  I had
forgotten about the store potentially paying for the 501.c(x) filing,
assuming that for the moment we were essentially operating with no
budget.  I assume that you'll let us know if you ever want to stop
running the store, so that we can arrange for somebody else to make CDs
and such.  *Shrug*  It looks like it's much more important to ask what
you're expectations of us are.  The e-mails are a tad flawed (for
example, you're _not_ a Trustee), so it might well be worth assembling
another version of your page so that we can compare.

Best,
g2boojum
-- 
Grant Goodyear	
Gentoo Developer
g2boojum@g.o
http://www.gentoo.org/~g2boojum
GPG Fingerprint: D706 9802 1663 DEF5 81B0  9573 A6DC 7152 E0F6 5B76