Re: [gentoo-nfp] Trustee nomination: Aaron Bauman (bman)

[Roy Bamford]

On 2018.07.17 19:18, Aaron Bauman wrote:
> On Tue, Jul 17, 2018 at 07:01:18PM +0100, Roy Bamford wrote:
> > On 2018.07.16 22:21, Aaron Bauman wrote:

[snip stuff I'm not responding to]

> > >
> > > Another option which I have explored is beginning a new
> incorporation
> > > in
> > > a different U.S. State (Indiana). This would allow us to gain a
> > > not-for-profit status and proper IRS tax exemption. Upon forming
> the
> > > incorporation we would redirect all of Gentoo's contributions to
> this
> > > new organization.  From there we would begin moving assets from
> the
> > > New
> > > Mexico based foundation to the new. This would be in the form of
> gifts
> > > which allows a zero-sum transaction to occur given that the
> > > organizations both address the same not-for-profit mission. This
> would
> > > require a significant amount of money (approximately $30-40k
> dollars)
> > > be
> > > left in the NM foundation to deal with the IRS debt.
> >
> > That sounds risky for the trustees that vote to approve that. My
> > understanding of NM law is that they would be personally liable for
> > any shortfall as it could be seen as moving funds to avoid
> liability.
> >
> > Also, we would need to operate two NFPs when at this election
> > we only secured enough candidates to staff one ... if they are all
> > ranked above _reopen_nominations in the poll.
> >
> > Its actually worse than that, as ideally, trustees and officers
> should
> > be separate individuals, except for the chairman of the board, who
> > needs to be a board member.
> >
>
> We are not attempting to avoid liability. The move is to ensure that
> future contributions are properly protected while the old "non-profit"
> is dissolved. Properly protected is meaning that they are indeed
> non-taxable contributions to Gentoo vice continuing to bleed out.
>
> The sad state is, and don't take this personally, that operating even
> one
> should have been a simple task.  Here we are though.
>
> The laws you speak of are the criterion such as "de facto merge",
> "mere
> continuation", etc. As stated though, this is not the case as we are
> still properly dissolving the NM based non-profit.
>

I was trying to respond to the timing of the gifting to the new NFP.
If its done before the tax liability is known, its risky.

Spinning up a new NFP and directing future donations there seems
OK. Moving the residue of assetts there after the tax liability is
known is OK too. Thats the formal winding up

I'm unclear as to how liabilities would be funded while both NFPs
operate. The IRS will take o dim view of running down the assets
of the old NFP while the new one grows if we end up with 
insufficient funds to cover our tax liability.

I can see how the IRS might interpret moving money around in that 
that fashion as attempting to avoid liability.


[snip]

> > >
> > > The council is and will remain the leadership within Gentoo. The
> > > by-laws
> > > will constrain the trustees to legally execute the direction in
> which
> > > the council votes. The few exceptions are any legally compromising
> > > matters or financial.  This also ensures that council members will
> > > *not*
> > > be forced to legally seek permission from their employers.  It
> will,
> > > however, not remove the requirement that trustees are legally
> > > obligated
> > > to the foundation.
> > >
> > > e.g. The council votes that all developers will be supplied with a
> > > Nitrokey to address 2FA concerns.  The trustees will execute this
> > > matter
> > > legally and financially.  There will be no choice as the
> "technical
> > > board" has voted and it is final.
> >
> > The technical board currently has no duty to ensure fhaf their
> > decisions offer value for money. Which body would perform
> > 'due dillegence'?
> > To follow on your example, there are several competing 2FA
> > solutions with differing feature sets. While Nitrokey may be
> > selected for <reasons> the comparative value assesment still
> > needs to be performed or the trustees would be neglecting their
> > duty by rubber stamping council decisions.
> >
> > The council can do this today. I'm sure other groups/individuals
> > already do this work before they submit funding requests.
> >
>
> Yes, the intent of the example was not to "rubber stamp" anything and
> as
> mentioned those legal obligations still remain for the trustees. I
> used
> Nitrokey in the example unwittingly. The trustees would still be
> required due diligence etc.  The example would work though as Nitrokey
> meets the foundation's mission statement (FOSS etc).  Point taken
> though.  Other's would not even if cheaper due to proprietary
> technology.

Maybe I'm reading too much into this. In the past, the  foundation
has usually asked applicants for funding to do the due diligence.
The foundation then checked it.
There is no reason that cannot continue and be applied to the 
council too.

Price is only one part of the value judgment, which is why I used
the term value.

As long as the trustees can continue to reject incomplete applications
for funding, even from the council, there is no problem.
   
[snip]

> --
> Cheers,
> Aaron
>

-- 
Regards,

Roy Bamford
(Neddyseagoon) a member of
arm64
elections
gentoo-ops
forum-mods