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

[Aaron Bauman]

On Mon, Jul 20, 2020 at 05:11:40PM -0700, Alec Warner wrote:
> 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.
>

No one is forcing you to remain President. You chose to run, resign, and
run again. I don't think it is fair to say we are imploding either...
retain the bookkeeping and keep paying taxes while reincorporating as a
new 501c3.

> 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*.
>
>

The work is not finished, but once it is complete and folks are retained
I believe individuals will be much more likely to join the board.
Additionally, taking another look at the by-laws and other items would
be helpful.

> >
> > >  - We could try to recruit or modify the way individuals are recruiter
> > as Gentoo Developers, to make it easier to attract board members.
> > >

Yes please.

> > > 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?
>

I believe there is intentionally a "barrier" here to ensure that an
individual is motivated to support the distro and community. There are
some folks who are "professional" board members who interests are purely
business and not aligned with the goals of the non-profit. People really
make money on this crap. So, we need some "litmus" test to determine
that individuals are here for the right reasons. Unfortunately, it is
not always as easy as looking at their code and moving on.

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

I am sure this will start another flamewar, but the Foundation owns the
name, legal entity, infra, etc. The council runs the distro from a
technical perspective. Hence, don't believe all the things you
read/hear. Of course, we can balance this with proper by-laws and
ensuring the council gets to do what we (the distro) elect it to do.

-- 
Cheers,
Aaron