Re: [gentoo-nfp] Agenda item: Formalize Gentoo's org structure

[Matthew Thode]

On 18-04-10 19:28:11, Michał Górny wrote:
> W dniu pon, 09.04.2018 o godzinie 12∶50 -0500, użytkownik Matthew Thode
> napisał:
> > On 18-04-09 18:57:27, Michał Górny wrote:
> > > But let's get to the details.
> > >
> > > Your proposal -- once again -- makes Trustees the highest-level
> > > governing body of Gentoo and reduces Council to technical matters.  This
> > > is against GLEP 39 which clearly states that Council is responsible for
> > > all global decisions and as far as I'm aware is the most recent policy
> > > defining the role of Council.  Unless you have a strong reason to
> > > believe that this policy has been illegally forced upon Gentoo, you are
> > > not 'formalizing' anything but attempting to change well-established
> > > metastructure and outright lying to the community that the current state
> > > is undefined.
> > >
> > > I believe that Trustees can't be the highest governing body of Gentoo
> > > for a number of reasons. I will enumerate those I can think of below:
> > >
> >
> > GLEP 39 is not legally binding.  This proposal would make glep 39 need
> > changes (mainly that there would be a governing body above council).  At
> > that point glep 39 could possibly be made into a bylaw.
>
> Are you saying that Trustees do not have to respect the result of vote
> done among all Gentoo developers?

The trustees are beholden to those that elected them, namely the
foundation membership, while many of them are developers, some are not.
So, no, we do not have to respect a result of those that are not our
members.  Even if our members voted for something illegal we likely
wouldn't have to respect that either.

Having said that, I would keep in mind that 'have to' is an absolute.  I
would take any such results into heavy consideration, but I can't just
rubber-stamp such things.

>
> > > 1. Trustee elections are not even half as democractic as Council
> > > elections.
> > >
> > > With no 'reopen nominations', with the ability to accept Trustees
> > > without a vote or for existing Trustees to appoint new Trustees for
> > > missing slots, and finally with low interest in developers becoming
> > > Trustees, this is effectively 'Trustee seat giveaway' and not
> > > an election.  This is already bad enough for governing the Foundation
> > > and I am fully against extending this to governing the whole of Gentoo.
> > >
> > > And if you believe that reducing the power of Council will suddenly
> > > convince developers to increase their interest in becoming Trustees, you
> > > are wrong, for reasons outlined in further points.
> > >
> >
> > Unfortunately we have not had the turnout we always with to have (for
> > nominees or voters).  Also, as this is a business things are not
> > necessarily always democratic (as much as we've tried to make them be).
>
> Gentoo is not a business.  If you are attempting to turn a volunteer-
> driven open source project into a business... I just can't find
> appropriate words to describe this.
>

Gentoo is a product, the Gentoo Foundation is a business.  There are
many volunteer run orgs that are businesses.  Maybe it's not the same
world wide?

> >
> > >
> > > 2. Bad Trustee work... increases their chances of re-election.
> > >
> > > Given that each new Trustee takes legal responsibility about the state
> > > of Foundation, he/she is directly endangered by repercussions of any
> > > problems within the Foundation, including problems caused by previous
> > > Trustees.  As far as I'm aware, we hadn't established any clear way of
> > > new Trustees protecting themselves against this, and most of the new
> > > candidates aren't really capable of suing previous board 'just in case'
> > > as Kristian suggested.
> > >
> > > As a result, if Trustees leave Foundation in a bad state (which has been
> > > the case so far), then a number of candidates is going to refuse
> > > the nomination because they do not want to take responsibility for
> > > mistakes of their predecessors.  And this goes on recursively.  At this
> > > point, even if Trustees finally managed to finish IRS as they claim
> > > they'll do, I personally would still have serious doubt whether I could
> > > really trust things are fully solved.
> > >
> >
> > D&O insurance is an option, just a very expensive one.  That was the
> > first task I undertook when I was voted in/joined.  Also, if no one
> > steps up and tries to clean up it'll just go on (as you mention).  I
> > intend to clean this up.
>
> Do you intend to clean it up or do you intend to make someone else do
> it?  I think that's a major difference because I don't really see any of
> the trustees trying to learn bookkeeping so that Robin wouldn't have to
> do everything himself.

I think I just said that I intend to clean it up.

>
> >
> > >
> > > 4. Not everyone can be a legal Foundation representative.
> > >
> > > This has been the argument a lot of people mentioned.  Some of our
> > > developers simply can't legally be an Officer, not to mention Trustee
> > > because of their employment or other legal positions.  Your proposal
> > > unjustly prevents them from having any governing position.
> > >
> >
> > Yes, it is the biggest drawback.  I'm not sure how they are allowed to
> > be what in effect is an officer though (council members are in effect
> > officers, even if not explicitly so, at least in my view).
>
> Your view is not the law.
>

Nope, only a judge can interpret the law, that's why I said 'in my view'.

> >
> > >
> > > 5. You are conflating governing and bureaucracy.
> > >
> > > What we have right now is two disjoint bodies: Council which is elected
> > > as representatives of developers, and Trustees who are responsible for
> > > dealing with the bureaucracy.  With your proposal, developers are now
> > > partially governed by bureaucrats for no real reason except... we need
> > > bureaucrats, and bureaucrats want to rule us.
> > >
> > > What you're doing here is blocking competent people who were doing a
> > > good job dealing with non-technical matters on the Council just because
> > > they do not have the necessary skills or experience to do the Trustee
> > > work.  And on the other hand, giving power to people who may not be
> > > trusted developer representatives just because they claim they're going
> > > to take care of the bureaucracy.
> > >
> >
> > I think you are putting words in my mouth.
>
> I'm not.  If the above paragraphs sound like I am, I am sorry for that.
> I merely express what the result of this will be, in my opinion.
>
> >
> > >
> > > 6. Trustees have serious problems dealing with their own work.
> > >
> > > Let's be honest.  Trustees haven't been exactly the perfect caretakers
> > > of legal and financial matters.  Even skipping the tax problems, let's
> > > talk about copyright problems.  Rich Freeman has started the work on
> > > solving them long time ago.  Then Trustees were responsible for it
> > > and did not manage to do anything except for copying the Rich's text
> > > with minor changes (also made by him) to Wiki.
> > >
> > > The whole copyright effort started again when I established the 'joint
> > > venture'.  Which was pretty much a nice way of saying 'we will do most
> > > of it for you because otherwise it will never happen'.  But sure, that
> > > was a complex problem.
> > >
> > > Just take a look at their meeting logs and see how many items keep being
> > > moved from month to month with no action taken:
> > >
> > > https://wiki.gentoo.org/wiki/Foundation:Meetings
> > >
> > > At some point, you start thinking that Trustees are putting more effort
> > > in trying to replace Council than in actually doing the things they were
> > > elected to do.  Do you really think they will be doing a better job with
> > > more responsibilities at hand?
> > >
> >
> > I'd like you to restrict the time period of your attacks against the
> > trustees to the last 2 years, which have been frustrating, but
> > productive.
> >
> > As far as who's been doing the work.  I agree that the council (and
> > foundation) members have been doing a lot of work, particularly in the
> > copyright area.  Keep in mind that rich0 is a member of the foundation
> > as well.  I wish we had more capable people in the foundation doing this
> > work but no one seems to want to step into that role but only do the
> > work outside of the foundation's view then dump it in their laps.
>
> Please do not conflate 'Foundation members' with 'Trustees'.  Just
> because someone is a Foundation member doesn't mean you get to claim his
> work.  I should also point out that rich0 has been a Council member
> in the past.
>

Yep, it'd be most accurate to state the full picture instead of either
half, that's all I was trying to say.

> >
> > I wasn't aware it was you who established the 'joint venture', iirc K_F
> > even told me it was my responsibility to schedule meetings because it was
> > my idea :P
>
> You're conflating 'joint venture' with 'joint meetings'.  I've initiated
> the venture meant to resolve copyright problems.  You've started
> the meetings afterwards.
>

Ah, I misunderstood.

> >
> > >
> > > 7. Who will oversee the Trustees?
> > >
> > > Right now, the Council handles all the global decisions and appeals
> > > in Gentoo.  However, if Council goes rogue and starts working against
> > > the goals of Gentoo, Trustees can intervene. If Trustees become the
> > > highest authority for decisions and appeals, who is going to intervene?
> > >
> >
> > The same argument works for whatever the 'top body' ends up being, but
> > there are two options we have right now (as in you can invoke it now).
>
> No.  Because with my proposal, Trustees still are the legal 'top body',
> and get the legal override for the Council.  However, since they only
> have the power of override and not normal decisions (which means they
> make a lot less decisions in the end), it is easy to oversee them and
> act if they abuse their position.
>

With my proposal that could still be the case with a bylaw change (it'd
also likely be necessary to have the bodies we can only override defined
in bylaws).

One of the primary problems I see right now is that there are no reports
from the business we run.  It's kinda difficult to run a business blind.

I've asked (recently) and received no reply to a request for a report on
comrel actions taken to be done on a monthly basis.  A part of that
request was to receive notification immediately upon any indication of
legal risk.  The last part of the request was to be have the trustees be
CC'd in comrel bugs (this is the big change that needs to be discussed
not here, it may not even be necessary if the former two requests are
honored).  It'd be nice to receive this report like we do from infra
every meeting, see https://wiki.gentoo.org/wiki/Foundation:Meetings/2018/04#Infra_update
Normally this update is  'nothing new', but would probably be slightly
more than that for council/comrel.

-- 
Matthew Thode (prometheanfire)