Re: [gentoo-nfp] [Discussion] Refiling as a tax-exempt nonprofit.

[Alec Warner]

On Mon, Jul 20, 2020 at 4:49 PM Rich Freeman <rich0@g.o> wrote:

> On Mon, Jul 20, 2020 at 6:50 PM Alec Warner <antarus@g.o> wrote:
> >
> > I'm more open to this idea than I was in the past but I continue to have
> concerns about recruiting board members who will execute the duties
> required.
>
> What duties are these?  As far as I'm aware you don't need the members
> of the board to do much in order to be a non-profit, including a
> 501c3.
>

> There are certainly requirements for the Foundation as a whole, but I
> don't believe there are many legal requirements for the board itself.
> They could be addressed by bringing in expertise in non-board roles.
>

> >  - We could recruit outside members of the board who are not Gentoo
> Developers, but had advocacy from other OSS projects.
>
> IMO this is a really bad idea.  This basically hands legal control
> over Gentoo to outsiders (at least in part).  If we need their
> expertise, why not have them do the work, but not place them on the
> board?  They could be made officers if necessary, since officers
> legally don't have the final say over decisions.
>

> IMO it would be better still to just hire them as employees and not
> even make them officers.  An officer merely needs to certify that
> certain things were done correctly to the state - the officer doesn't
> need to do them personally.
>

From my perspective Gentoo was incorporated in 2004 and we didn't file
taxes until 2019; 15 years later. My conclusion is that this is a problem.
Maybe we can at least agree on that much. I would prefer to have confidence
that in future, this problem will not recur. I'd nominally like to not be
Foundation President forever as I keep a small corporation from imploding
until I die. Maybe that's just me being selfish.

So yes I think a solution to this problem is to find more board members;
because ultimately the "business of the foundation" is the thing the board
members are *accountable* for. If we don't file taxes it's *on the board*.
If we don't defend the trademark it's *on the board*.


>
> >  - We could try to recruit or modify the way individuals are recruiter
> as Gentoo Developers, to make it easier to attract board members.
> >
> > I'd like to also discuss whatever foundational changes we might make in
> a new set of bylaws besides simply board membership.
>
> I feel like we're having the tail wag the dog here.  We're talking
> about basically diluting the control of everybody who is recognized as
> a contributor to bring in more outside people, in the hope that these
> outsiders will file some paperwork.
>

So for clarity, I'm suggesting that board members need not be foundation
members. They would still be elected by the foundation members I'm not
really following how this dilutes control...members had the same control as
before?


>
> If all you care about is paperwork just dissolve the Foundation
> entirely, because in the US we have thousands of corporations that all
> file their paperwork on time.  Lots of paperwork will still get done
> without Gentoo.  Plenty of it will be done by FOSS-oriented
> non-profits too.


> Gentoo doesn't exist to get paperwork done.  The Foundation and the
> necessary paperwork exist to facilitate the operation of the distro.
>

I've no idea what you mean to convey here.


>
> Right now everybody the community recognizes as a significant
> contributor automatically is eligible for membership in the
> Foundation.  If we're not recognizing significant contributors with
> the "Developer" label then this should of course be fixed.  However,
> if somebody isn't contributing enough to be recognized as a regular
> contributor then why would we want them to have a say in how the
> distro is run?
>

The Council runs the distribution, not the Foundation (or so I was led to
believe ;))


>
> And keep in mind that a Foundation that gets divorced from the distro
> can cause a lot of headaches.  At the very least they have the power
> to force a name change, new infra, and so on.  It isn't the end of the
> world, and I'm not saying that anybody involved in the Foundation
> wants this.  I'm just saying that we need to be careful about handing
> control over to outsiders.
>
> Also, if an "outsider" is really that interested in volunteering to
> help Gentoo they really aren't an outsider anyway, and if they're
> seriously contributing they can be designated as a developer, as the
> ebuild quiz is not required to become a Developer.  Just let
> themselves immerse themselves in the community first before putting
> them in charge.
>

I think my second suggestion was this, so we agree on that as a possibility?

-A


>
> --
> Rich
>
>