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

[Aaron Bauman]

On Thu, Jul 12, 2018 at 10:18:47PM +0200, Michał Górny wrote:
> I'd like to nominate Aaron Bauman (bman).
>
> --
> Best regards,
> Michał Górny

As many may be aware I had run for council in the recent election. My
intent was simply to further the items I had outlined on the -project
mailing list. While I was not elected, those items remain unchanged and
my intent is to continue working those items from the Foundation. I have
experience working with United States based non-profits both from a legal
and fundraising perspective. I do not *enjoy* it, but I am willing to do
it again if required for Gentoo. For clarity, I will outline those items here.

Tax issues: The tax issues should be apparent to all following the -nfp
mailing list. Gentoo did not obtain their not-for-profit IRS tax
exemption following the one year self-declaration period.  This of
course, has led to many years of contributions being accepted, but no
taxes being paid. Thus, we owe the United States Government back taxes
for those years. While this is bad, it is not a show stopper for the
Foundation. It can be rectified and a proposal has been written and the
current trustees should have some informaiton regarding it soon.

There have been several courses of action presented by various members
of the community to address this. The most recently discussed option is
to join an umbrella organization such as SPI. This is a viable option
should we be accepted for representation. As of now, the financial
conundrum is a show-stopper for acceptance.

Another option which I have explored is beginning a new incorporation in
a different U.S. State (Indiana). This would allow us to gain a
not-for-profit status and proper IRS tax exemption. Upon forming the
incorporation we would redirect all of Gentoo's contributions to this
new organization.  From there we would begin moving assets from the New
Mexico based foundation to the new. This would be in the form of gifts
which allows a zero-sum transaction to occur given that the
organizations both address the same not-for-profit mission. This would
require a significant amount of money (approximately $30-40k dollars) be
left in the NM foundation to deal with the IRS debt.

There are multiple benefits to this approach. The first is that Gentoo
will begin accepting tax-deductible contributions (for Gentoo and their
contributors) immediately. This is beneficial to not only Gentoo, but
our contributors as they may now claim the contribution on their annual
taxes. Additionally, it will allow Gentoo to seek formal fundraising and
give our contributors comfort that we are being good stewards.

Second, a new incorporation will allow us to address concerns of how the
council and foundation interact through proper by-laws.  Many of the
current by-laws are boilerplates texts simply modified. I am currently
working these by-laws to address the following:

The council is and will remain the leadership within Gentoo. The by-laws
will constrain the trustees to legally execute the direction in which
the council votes. The few exceptions are any legally compromising
matters or financial.  This also ensures that council members will *not*
be forced to legally seek permission from their employers.  It will,
however, not remove the requirement that trustees are legally obligated
to the foundation.

e.g. The council votes that all developers will be supplied with a
Nitrokey to address 2FA concerns.  The trustees will execute this matter
legally and financially.  There will be no choice as the "technical
board" has voted and it is final.

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.

e.g. The council votes to require all developers to sign commits using
their @gentoo.org email address and key.  Once again, the trustees will
enforce this by amending the by-laws. Any failure to adhere will be
addressed through the proper channels and developers warned/banned for
failing to do so.

Third, a new incorporation will address the short-falls we have seen in
the current situation. The by-laws will require the proper CPA, Tax
lawyers, etc to be contracted quarterly, annually, or as-needed to
prepare and finalize required documents.  Once again, the trustees will
be legally obligated to address these matters and can and will be held
accountable should they fail to do so.

While umbrella organizations can address these matters it is not likely
that we will be accepted anytime soon even if we address the financial
matters.  This does not mean I am opposed to such a solution, but only
lends to why I have suggested a new incorporation.

As I have stated, I am currently working a set of proposed by-laws and
will send them to the community once complete. From there we can begin
discussion and fine-tuning of the proposal. It will take approximately
1-2 months at most for a new incorporation to be stood up once the
by-laws are codified.  My intent is to open it for discussion to all,
but should it become a bikeshed it will simply be left to the trustees
and council to finalize.

The trustees and current council will be adopted by the new
incorporation. These are the individuals the community has voted for. As
such, I find it important that we adhere to their choice.

Standing by for questions...

-- 
Cheers,
Aaron