Gentoo Archives: gentoo-nfp

From: Aaron Bauman <bman@g.o>
To: gentoo-nfp@l.g.o
Subject: Re: [gentoo-nfp] Trustee nomination: Aaron Bauman (bman)
Date: Mon, 16 Jul 2018 21:21:48
Message-Id: 20180716212141.GA11692@monkey
In Reply to: [gentoo-nfp] Trustee nomination: Aaron Bauman (bman) by "Michał Górny"
1 On Thu, Jul 12, 2018 at 10:18:47PM +0200, Michał Górny wrote:
2 > I'd like to nominate Aaron Bauman (bman).
3 >
4 > --
5 > Best regards,
6 > Michał Górny
8 As many may be aware I had run for council in the recent election. My
9 intent was simply to further the items I had outlined on the -project
10 mailing list. While I was not elected, those items remain unchanged and
11 my intent is to continue working those items from the Foundation. I have
12 experience working with United States based non-profits both from a legal
13 and fundraising perspective. I do not *enjoy* it, but I am willing to do
14 it again if required for Gentoo. For clarity, I will outline those items here.
16 Tax issues: The tax issues should be apparent to all following the -nfp
17 mailing list. Gentoo did not obtain their not-for-profit IRS tax
18 exemption following the one year self-declaration period. This of
19 course, has led to many years of contributions being accepted, but no
20 taxes being paid. Thus, we owe the United States Government back taxes
21 for those years. While this is bad, it is not a show stopper for the
22 Foundation. It can be rectified and a proposal has been written and the
23 current trustees should have some informaiton regarding it soon.
25 There have been several courses of action presented by various members
26 of the community to address this. The most recently discussed option is
27 to join an umbrella organization such as SPI. This is a viable option
28 should we be accepted for representation. As of now, the financial
29 conundrum is a show-stopper for acceptance.
31 Another option which I have explored is beginning a new incorporation in
32 a different U.S. State (Indiana). This would allow us to gain a
33 not-for-profit status and proper IRS tax exemption. Upon forming the
34 incorporation we would redirect all of Gentoo's contributions to this
35 new organization. From there we would begin moving assets from the New
36 Mexico based foundation to the new. This would be in the form of gifts
37 which allows a zero-sum transaction to occur given that the
38 organizations both address the same not-for-profit mission. This would
39 require a significant amount of money (approximately $30-40k dollars) be
40 left in the NM foundation to deal with the IRS debt.
42 There are multiple benefits to this approach. The first is that Gentoo
43 will begin accepting tax-deductible contributions (for Gentoo and their
44 contributors) immediately. This is beneficial to not only Gentoo, but
45 our contributors as they may now claim the contribution on their annual
46 taxes. Additionally, it will allow Gentoo to seek formal fundraising and
47 give our contributors comfort that we are being good stewards.
49 Second, a new incorporation will allow us to address concerns of how the
50 council and foundation interact through proper by-laws. Many of the
51 current by-laws are boilerplates texts simply modified. I am currently
52 working these by-laws to address the following:
54 The council is and will remain the leadership within Gentoo. The by-laws
55 will constrain the trustees to legally execute the direction in which
56 the council votes. The few exceptions are any legally compromising
57 matters or financial. This also ensures that council members will *not*
58 be forced to legally seek permission from their employers. It will,
59 however, not remove the requirement that trustees are legally obligated
60 to the foundation.
62 e.g. The council votes that all developers will be supplied with a
63 Nitrokey to address 2FA concerns. The trustees will execute this matter
64 legally and financially. There will be no choice as the "technical
65 board" has voted and it is final.
67 e.g. The council votes to adopt the FHS as a standard of which all
68 Gentoo developers must adhere within the Gentoo distribution. The
69 trustees will enact this by amending the by-laws.
71 e.g. The council votes to require all developers to sign commits using
72 their email address and key. Once again, the trustees will
73 enforce this by amending the by-laws. Any failure to adhere will be
74 addressed through the proper channels and developers warned/banned for
75 failing to do so.
77 Third, a new incorporation will address the short-falls we have seen in
78 the current situation. The by-laws will require the proper CPA, Tax
79 lawyers, etc to be contracted quarterly, annually, or as-needed to
80 prepare and finalize required documents. Once again, the trustees will
81 be legally obligated to address these matters and can and will be held
82 accountable should they fail to do so.
84 While umbrella organizations can address these matters it is not likely
85 that we will be accepted anytime soon even if we address the financial
86 matters. This does not mean I am opposed to such a solution, but only
87 lends to why I have suggested a new incorporation.
89 As I have stated, I am currently working a set of proposed by-laws and
90 will send them to the community once complete. From there we can begin
91 discussion and fine-tuning of the proposal. It will take approximately
92 1-2 months at most for a new incorporation to be stood up once the
93 by-laws are codified. My intent is to open it for discussion to all,
94 but should it become a bikeshed it will simply be left to the trustees
95 and council to finalize.
97 The trustees and current council will be adopted by the new
98 incorporation. These are the individuals the community has voted for. As
99 such, I find it important that we adhere to their choice.
101 Standing by for questions...
103 --
104 Cheers,
105 Aaron


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Subject Author
Re: [gentoo-nfp] Trustee nomination: Aaron Bauman (bman) Roy Bamford <neddyseagoon@g.o>