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

[Alec Warner]

On Tue, Jul 17, 2018 at 3:29 PM, Aaron Bauman <bman@g.o> wrote:

> On Tue, Jul 17, 2018 at 03:15:21PM -0400, Rich Freeman wrote:
> > On Tue, Jul 17, 2018 at 3:04 PM Aaron Bauman <bman@g.o> wrote:
> > >
> > > On Tue, Jul 17, 2018 at 02:21:51PM -0400, Rich Freeman wrote:
> > > > On Tue, Jul 17, 2018 at 2:01 PM Roy Bamford <neddyseagoon@g.o>
> wrote:
> > > > >
> > > > > 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.
> > > > >
> > > >
> > > > ++
> > > >
> > > > This just sounds like twice as many opportunities to get things
> wrong,
> > > > and it splits our resources.
> > > >
> > >
> > > You didn't read my previous reply to Roy.  It also does not split
> > > resources.  Plain and simple.
> >
> > I sent my reply before receiving yours, so obviously I didn't read it.
> >
> > Even so, running two non-profits splits our money into two bank
> > accounts.  It is a division of resources no matter what.
> >
>
> All new contributions would be put into a new bank account, yes. The
> technical divsion of resources won't matter though as this is a
> systematic turnover of assets.
>
> e.g.
>
> (1) domains
> (2) servers
> (3) IP
> etc etc etc
>
> > >
> > > > > 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.
> > > >
> > > > Why would we think that the trustees would do any better a job at
> this
> > > > than the Council?  Why would the Council want to waste money?  There
> > > > is a limited pool of resources, and if the Council is making
> decisions
> > > > like this I'd imagine most developers would vote to select people
> they
> > > > trust to make these decisions.
> > >
> > > No one said the council will do any better at this than the council.
> >
> > Roy suggested that the Trustees would need to assess value, which
> > implies that the Council won't be doing this.
> >
>
> Yes, the trustees will still handle all legal and financial matters.
>
> > > Why would this be a waste of money?
> >
> > I never said it would be a waste of money.  I asked Roy why he thought
> > the Council would want to waste money that the Trustees might have to
> > stop.
> >
> > > Your paragraph is full of assumptions and no digestion of what
> > > I wrote.
> >
> > I didn't quote anything you wrote, or reply to anything you wrote.
> >
> > >
> > > > If we went to an umbrella org then there is a good chance that the
> > > > Council will end up making these kinds of decisions.
> > > >
> > > > Besides, why would we want multiple decision-making bodies, where one
> > > > body can choose to invest in something, and then another body can
> > > > ensure that all that investment is wasted by denying complementary
> > > > investment?  That could go either way.
> > > >
> > >
> > > It is not multiple decision making bodies.  The council is leading and
> > > the Foundation is providing.  The only split is that of legal and
> > > financial decision making for (hopefully) obvious reasons.
> >
> > I wasn't replying to your proposal.  I was replying to Roy's criticism
> > of your proposal.  You proposed one decision-making body.  Roy replied
> > and said that we need to stick with two.  THAT was what I was
> > responding to.
> >
>
> My apologies.  I suck at mailing lists apparently.
>
> > > > > Such bylaws would make me nervous ... what happens if the new
> > > > > legal entity has insuffcient funds to pay these people. I suppose
> it
> > > > > just goes bankrupt, like any other legal entity.
> > > >
> > > > Honestly, I don't see any point in codifying random decisions in
> bylaws.
> > >
> > > Which random decisions?
> >
> > Ok, now I was replying to something you wrote:
> >
> > "e.g. The council votes to adopt the FHS as a standard of which all
> > Gentoo developers must adhere within the Gentoo distribution.  The
> > trustees will enact this by amending the by-laws."
> >
> > Why would we stick FHS in the by-laws?
> >
>
> It was an example, but not a far-fetched one.  Why not put it in there?
> We should codify things by statute that are key principles of the
> organization.  FHS may not be determined as such, but again it is not an
> unreasonable example.
>
> A better example would be codifying the code of conduct in by-laws.  By
> defining who are members and classes of members delineating the various
> expectations.
>
> e.g. Trustees are held to a higher standard.
> e.g. Developers are held to a high standard.
>
> > >
> > > > Bylaws are supposed to be general principles we operate on.  They
> > > > don't codify individual operating decisions.  Those decisions should
> > > > be documented, but elsewhere.
> > > >
> > >
> > > Sure, by-laws can codify anything you want to set into statute.  It
> > > allows for enforcement and legal soundness.
> >
> > So do any other decisions made by the Trustees.  They're all
> > enforceable.  They all represent policy.  Bylaws are more about how
> > the org operates than its individual decisions.
> >
>
> Sure, and I would agree that some items may not be required in the
> by-laws, but searching the history books is no fun either.
>
> > > > That said, I'm all for paying people to do jobs that need to be done
> > > > reliably when volunteers aren't cutting it (and historically, they
> > > > haven't been).  This is a big argument in favor of an umbrella,
> > > > because there is an economy in splitting these costs across many
> orgs.
> > > > But, if we were independent I'd rather pay a CPA to do the taxes
> > > > properly/etc.  And then we'd make sure that not a dime gets paid to
> > > > anybody without the CPA knowing about it...
> > >
> > > The sad part is, that if years hadn't gone by and it was done
> > > incrementally over time this wouldn't be such a burden.  Again, see my
> > > reply to Roy regarding umbrellas.
> >
> > Sure, but there is a reason it happened, and I suspect it will
> > continue to happen, because in the end 99% of Gentoo contributors
> > don't care if the paperwork gets done correctly.  There is no reason
> > an individual couldn't do our taxes, but it is important that they get
> > done...
> >
>
> Well, that is why I am running.  I can at least do it right from the
> beginning and mandate future Foundation trustees/officer to be held to a
> standard.
>

So my objection in private is the same as my objection in public. In theory
the current board is accountable to the foundation members.
The board (for years) has not operated the NPO properly. Assuming that we
successfully shut down the current NPO and make a new NPO and transfer the
assets from old to new; how will the new NPO operate better than the old
one?

This remains the bit that is unclear to me. I get that the bylaws can say a
bunch of stuff; but in the current system:

1) The board has been unable to file federal taxes; ever.
2) The board has been unable to keep proper books.

Lets assume that this happened in the new NPO. How will the operation of
the new NPO lead to resolution of these (or other unforeseeable) problems?
I'd love to see a worked example / proposal; in particular, I want to see
how it would be different from the current situation.

-A


>
> > --
> > Rich
> >
>
> --
> Cheers,
> Aaron
>