[gentoo-nfp] Formally have Council oversee the Foundation 2.0

[Andreas K. Huettel]

Hey all, 

I wrote this text up some months ago when Ian Delaney and Roy were making first 
noises that the Gentoo foundation should be in overall control of the 
distribution. At that time I didn't know about SPI and umbrella corporations 
yet. Now, I see an umbrella organization as e.g. SPI as the better choice, 
since it relieves us from the jobs that noone (not even the trustees) want to 
do. 

Mostly I am sending this text (slightly edited) now out as alternative 
proposal for the unfortunate case when (for whatever reason) working with an 
umbrella organization such as SPI were not possible. 

I've shown the text to a few people in the meantime, so don't be surprised if 
it has text overlap with other e-mails or reorganization proposals.

Cheers, Andreas

------------

Motivation: In recent vivid debates the Gentoo metastructure and the 
responsibilities of its organs have been called into question by a vocal 
minority. Compared with how the distribution has been running over the last 
years, most of the proposals aim to adapt reality to organizational 
structures. This proposal instead aims - in a very similar way as Michael's 
SPI proposal - to adapt organizational structures to reality.

Letters [z] are textual footnotes, numbers [9] point to web links as source 
material.

Proposal: [a]
The Gentoo Foundation bylaws are amended such that:
* Gentoo Foundation trustee positions are appointed by the elected Gentoo 
Council via majority vote, for a fixed term. Each appointed person has to be 
confirmed by a yes/no vote of the Foundation members. A non-quorate member vote 
(less than 1/3 member participation) counts as confirmation.
* The Gentoo Council acts as independent, voter-appointed review and oversight 
body for the Gentoo Foundation and has full access to Gentoo Foundation data. 
It can require regular status updates from Gentoo Foundation trustees and 
officers.
* The Gentoo Council can dismiss Gentoo Foundation trustees before their term 
runs out by unanimous vote of Gentoo Council members.

Implementation:
While changing the role of the Gentoo Council requires changes to GLEP 39 and 
thereby a vote of all developers, the above changes to the Gentoo Foundation 
bylaws can be implemented by the trustees alone. So, in principle this change 
could be done during the next Gentoo Foundation trustee meeting and be 
immediately in effect. 

Rationale (the long part): [b]

A] Philosophy – should the „suits“ lead?
The main purpose of the Gentoo Foundation is to administrate Gentoo finances 
and protect Gentoo intellectual property. We are talking about two important 
tasks here that require high dedication and are central to the daily 
functioning of Gentoo. However, Gentoo is not a corporation, but an open 
source initiative by volunteers. Most people investing time into Gentoo as 
developers [c] are focussing on the technical aspect, and a community without 
code is worthless in our context. I am aware that current trustees are 
investing also much time and effort into technical aspects of Gentoo. However, 
having people direct the course of the distribution due to occupying a non-
technical, finance and administrative *role* means having the tail wag the dog. 
If anything, in a community-driven, non commercial Linux distribution 
administration should follow technical requirements.

B] Practicality – the two-headed snake
The separation of tasks and responsibilities between Gentoo Council and the 
Gentoo Foundation trustees has worked out fine for years. Any one-sided attempt 
to change the balance, however, easily provides cause for conflict and endless 
bikeshedding. This not only binds efforts and slows down decision processes, 
but also makes Gentoo as a whole vulnerable to outside manipulation. By 
playing the Gentoo Foundation trustees against the Gentoo Council or vice 
versa, and searching supporters whereever it just suits, third parties can 
induce friction and attempt to work around established procedures.

C] Mandate – manifestos and voter perception
Given the background of the previous years and the election manifestos of the 
two 2016 elected Gentoo Foundation trustees [1,2] I see no voter intent to 
extend the powers of the Gentoo Foundation trustees into topics previously 
handled by the Gentoo Council. Conversely, manifestos of the 2016 elected 
Gentoo Council members cover a very wide range of topics [3,4,5,6,7,8], in 
particular including also community oversight and public relations.

D] Oversight – past inactivity of the trustees to protect Gentoo assets
As already stated above, the current role of the Gentoo Foundation and its 
trustees is very important for the daily running of Gentoo – without it there 
would be no infrastructure, no funds for equipment, and so on. However, past 
events (failing to renew corporate registration, failing to submit tax filings, 
the treasurer disappearing for many months without anyone panicking, an 
apparent 5-digit mismatch in finances) do not really recommend the Gentoo 
Foundation as top level oversight body. On the contrary, a compliance board 
(as in this proposal the Gentoo Council) should be instated which is able to 
oversee and take corrective action.

E] Legalese – formal legitimization of the current trustee election
The current method of electing the Gentoo Foundation trustees is legally 
shaky. I have no doubts that the election process fairly expresses the wishes 
of the voters. However, it leads to a rather strange conundrum in the Gentoo 
Foundation bylaws: The bylaws require that the Board of Trustees is elected by 
an annual meeting of the foundation members [Sec. 3.2], which is supposed to 
normally take place on IRC in the #gentoo-trustees channel [Sec. 3.1]. A 
meeting requires a quorum of 1/3 of the members entitled to vote, „represented 
in person“ [Sec. 3.9]. If this is taken verbatim, none of the trustees of the 
past years would have been elected; I can't remember any meeting where a 
quorum of foundation *members* would have been present. A completely 
different, conflicting set of instructions covering the current method and 
condorcet voting, is set out in a later paragraph [Sec. 5.5].

---------


[a] In case this is not legally possible for a New Mexico nonprofit, a re-
incorporation in a different legal system (e.g., EU, where many Gentoo 
developers now reside) should be pursued. 

[b] I have taken the liberty to freely use arguments here which have 
originally been posted by, e.g., rich0 or neddyseagoon. Nevertheless, opinions 
expressed here are mine and should not be construed as a Gentoo Council or 
ComRel team statement.

[c] A developer is a person who has passed the recruitment process and has a 
@gentoo.org e-mail address. This is independent of push access to the main 
Gentoo ebuild repository.

[1] http://dev.gentoo.org/~dabbott/manifest.html
[2] https://dev.gentoo.org/~prometheanfire/trustee-manifesto.html
[3] https://dev.gentoo.org/~blueness/manifesto-2016.txt
[4] https://dev.gentoo.org/~dilfridge/Manifest-2016.txt
[5] https://archives.gentoo.org/gentoo-project/message/
368c35c8337e00d5e22686c782a917b7
[6] https://dev.gentoo.org/~k_f/Manifest-2016.txt
[7] https://dev.gentoo.org/~rich0/council-manifesto-2016.txt
[8] https://archives.gentoo.org/gentoo-project/message/
92961cfdbe56960fa2c78a04662c3547