Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Robin H. Johnson]

On Sun, Jul 14, 2019 at 11:58:34AM -0400, Aaron Bauman wrote:
> On Sun, Jul 14, 2019 at 03:29:34PM +0000, Robin H. Johnson wrote:
> > On Sun, Jul 14, 2019 at 10:53:48AM -0400, Aaron Bauman wrote:
> > > > > 2. Will all candidates explain the reasoning supporting their position
> > > > > on their future plans for the existence (or otherwise) of the Foundation.
> > > >
> > > > The reasoning is simple.  We haven't been able to maintain Foundation
> > > > in really good standing *for years*.  Even if we are closing to
> > > > *finally* fix things, it mostly relies on a few people putting a lot of
> > > > work, and this means low bus factor.  There's no way to know that
> > > > a future Trustee board won't mess everything up again, and we still
> > > > barely have any candidates in the elections.
> > > By-laws can mandate the retention of a CPA.
> > Can, but possibly shouldn't. Just because our filings are complex now,
> > doesn't mean they always will be. The SPI's 990 filings were initially
> > prepared with the aid of a CPA, but later on were prepared directly by
> > the SPI's treasurer, as they gained confidence in the process.
> You often say a lot of things should not be in the by-laws and I have yet to
> figure out your rationale for such a view and I frankly disagree with it.
>
> *By-laws govern the trustees just as much as they do the general membership
> interests in the distribution*
>
> It is very wise to put such a by-law in place.
By-laws and articles of incorporation are the guiding principles for how
an organization should work. They are not the exact implementation
details.

We should have a lot more implementation documentation, and process
documents about HOW we follow the guiding principles. My recent thread
about establishing a more formalized timeline for the Trustee election
was an example of that.

To change the implementation detail, should not require invoking a
motion of the board, or changing the bylaws.

With respect to the CPA example, I entirely support such an amendment to
bylaws that says something like:
"The Treasurer shall maintain up to date financial statements and
required filings, published no later than the filing deadlines for each
fiscal period."

(The existing bylaw bindings on the Treasurer require that the financial
records are "full and accurate", but don't place any timelines on it
other than presenting at the AGM)

The implementation details break it down further:
- The IRS filing deadline for the 990 form is the 15th day of the 5th
  month after the fiscal period end [1]
- The New Mexico filings are due 4.5 months after end of fiscal
- Until such time as the Treasurer or delegate can prepare the financial
  statements, the Board shall retain a book-keeper for the financial
  statements.
- Until such time as the Treasurer or delegate can prepare IRS filings,
  the Board shall retain a CPA to complete them.
- The Treasurer or delegate shall present draft financial statements at
  least 60 days before the deadline.
- The Treasurer or delegate shall present draft 990 filings at least 30
  days before the deadline.

> Just as I believe the use of certain licenses within Gentoo should be
> codified in the by-laws.
This one gets even murkier: for a NEW work, the choice of license is up
to the copyright holder (as as the ability to relicense it). The
Foundation isn't the copyright holder anymore, so can't force which
license gets used on something.

The Foundation can pass something that says that any packages for which
Gentoo is upstream and the package is in base-system shall be licensed
with a license that is FSF approved or OSI approved.

The implementation detail would break it down to say which packages and
which licenses in more depth. And probably be careful to exclude AGPL
licenses from certain components.

[1] https://www.irs.gov/charities-non-profits/annual-exempt-organization-return-due-date

-- 
Robin Hugh Johnson
Gentoo Linux: Dev, Infra Lead, Foundation Treasurer
E-Mail   : robbat2@g.o
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