Re: [gentoo-nfp] Agenda item: Formalize Gentoo's org structure

[Matthew Thode]

On 18-04-09 18:57:27, Michał Górny wrote:
> W dniu pon, 09.04.2018 o godzinie 05∶24 -0500, użytkownik Matthew Thode
> napisał:
> > Gentoo has been known to be a two headed entity for a while.  While the
> > fact is that only one of the heads has legal standing to be called
> > Gentoo, the other head has been doing most of the technical work.
> > Unfortunately having two heads means that there can be fighting between
> > them.  In order to finally put the matter to some rest I seek to define
> > Gentoo's org structure.
>
> Currently, legally, it only consists of the following:
> > 1. foundation members
> > 2. trustees
> > 3. officers (don't have to be foundation members or trustees)
> >
> > I wish to extend that to the following.
> > 1. foundation members
> > 2. trustees
> > 3. officers (don't have to be foundation members or trustees)
> > 3.1 infra members (or at least the lead)
> > 3.2 comrel members (or at least the lead)
> > 3.3 council members
> >
> > Infrastructure has a clearly defined role in Gentoo.  Namely that of
> > managing foundation infrastructure resources.  Bringing those members
> > under the foundation's umbrella formalizes this.  Infra has previously
> > been fairly nebulous as to who directs them (having been directed by
> > council, trustees and comrel).
> >
> > Comrel has the clear analog of being the HR (human relations).  HR
> > is three to protect the business from human related infighting.  Comrel
> > was previously under the direction of the council, primarily for
> > historical reasons (the foundation was not well staffed or run until
> > recently).  I thank the council for managing this.
> >
> > Council is supposed to be the technical leadership within Gentoo, over
> > the last decade or so this responsibility has ballooned to encompass
> > things out side this scope.  This seeks to clearly define the powers of
> > the council to that of technical leadership.
> >
> >
> > One of the drawbacks of this is that being an officer means being an
> > 'organ' of the business, meaning that some of the current members may
> > have conflicts with their current job.  To this I ask 'Is what you are
> > doing now not vital?  If it is doesn't that make you an organ (even if
> > not explicitly stated as such)?'
> >
> > One of the good things about this (other than clearly defining roles and
> > boundaries) is that it allows council members to server as Trustees.
> > This would require a bylaw change, but has been something often
> > complained about.
> >
>
> Matthew, I'm not sure where to start.
>
> Maybe I should start by apologizing for the length of this mail.
> I really hate to waste your time having to read all of this but in this
> case I believe things have gone too far just to leave things half-
> answered or risk misinterpretation.
>
>
> I find this proposal outrageous.  It is a clear attack on Gentoo
> developers' right to self-govern.  While I wouldn't call Gentoo an exact
> democracy, your proposal sounds like bureaucrat dictatorship.  I will
> detail on it later on.
>
>
> But before that, I would like to ask why do you keep pushing forward
> a proposal that has seen so much negative feedback?  And why do you try
> to push it via gentoo-nfp when you are perfectly aware that the previous
> discussions on gentoo-project have brought much negative feedback?  Are
> you trying to avoid this feedback?
>

I keep pushing forward with this because feedback I've received from
others has been constructive towards this goal.  I keep pursuing this
because it's the job of the president of the foundation to advance the
foundation.  I this case advancing the foundation means clarifying roles
and relationships between the different bodies.  I push for this
particular case as it's the one that makes the most sense from the
foundation's (business) viewpoint.

> Do you believe that the minor changes you've made meet the expectations
> of all the developers who did not like your initial proposal?  Do you
> believe in it so much that you do not feel it appropriate to ask for
> their opinion on the updated proposal?
>

I intend to take rich0 up on his offer and allow everyone (devs and
non-dev foundation members) to generate proposals to metastructure changes
be voted upon.

> Do you believe that the developers have suddenly changed their mind
> and are ready to abandon self-governing themselves in favor of
> dictatorship of bureaucrats?  Do you believe that the recent attacks of
> William L. Thompson Jr., Daniel Campbell or Daniel Robbins have achieved
> that goal?  Or maybe the gentoo-dev posting restrictions?  Do you know
> that for sure?
>

I think this mischaracterizes what I'm trying to work toward.  The
reality is that the foundation (business) can reject something someone
does in the name of Gentoo.  As I stated in my proposal I think things
would continue as they have been, just with a more explicit governing
structure (aka very little to no meddling).

As far as what you characterize as attacks goes, I don't think they were
necessarily attacks (other than drobbins's action that saw access
suspended) but somewhat misguided attempts to help.  I think they may
have some valid points (not all points, some) but I don't like the way
they want about bringing them up.

> Or are you just trying to use sheer force of repetition?  Are you going
> to push the same proposal over and over again until people agree with it
> just to be done with hearing about it?  Or just until they get
> frustrated enough and stop replying?  Then you could claim you had no
> negative feedback on 15th reiteration of the same proposal.
>

Until I get voted out, or am convinced otherwise I will do what I feel
is best for the foundation.  That is what my position entails.

>
> But let's get to the details.
>
> Your proposal -- once again -- makes Trustees the highest-level
> governing body of Gentoo and reduces Council to technical matters.  This
> is against GLEP 39 which clearly states that Council is responsible for
> all global decisions and as far as I'm aware is the most recent policy
> defining the role of Council.  Unless you have a strong reason to
> believe that this policy has been illegally forced upon Gentoo, you are
> not 'formalizing' anything but attempting to change well-established
> metastructure and outright lying to the community that the current state
> is undefined.
>
> I believe that Trustees can't be the highest governing body of Gentoo
> for a number of reasons. I will enumerate those I can think of below:
>

GLEP 39 is not legally binding.  This proposal would make glep 39 need
changes (mainly that there would be a governing body above council).  At
that point glep 39 could possibly be made into a bylaw.

>
> 1. Trustee elections are not even half as democractic as Council
> elections.
>
> With no 'reopen nominations', with the ability to accept Trustees
> without a vote or for existing Trustees to appoint new Trustees for
> missing slots, and finally with low interest in developers becoming
> Trustees, this is effectively 'Trustee seat giveaway' and not
> an election.  This is already bad enough for governing the Foundation
> and I am fully against extending this to governing the whole of Gentoo.
>
> And if you believe that reducing the power of Council will suddenly
> convince developers to increase their interest in becoming Trustees, you
> are wrong, for reasons outlined in further points.
>

Unfortunately we have not had the turnout we always with to have (for
nominees or voters).  Also, as this is a business things are not
necessarily always democratic (as much as we've tried to make them be).

>
> 2. Bad Trustee work... increases their chances of re-election.
>
> Given that each new Trustee takes legal responsibility about the state
> of Foundation, he/she is directly endangered by repercussions of any
> problems within the Foundation, including problems caused by previous
> Trustees.  As far as I'm aware, we hadn't established any clear way of
> new Trustees protecting themselves against this, and most of the new
> candidates aren't really capable of suing previous board 'just in case'
> as Kristian suggested.
>
> As a result, if Trustees leave Foundation in a bad state (which has been
> the case so far), then a number of candidates is going to refuse
> the nomination because they do not want to take responsibility for
> mistakes of their predecessors.  And this goes on recursively.  At this
> point, even if Trustees finally managed to finish IRS as they claim
> they'll do, I personally would still have serious doubt whether I could
> really trust things are fully solved.
>

D&O insurance is an option, just a very expensive one.  That was the
first task I undertook when I was voted in/joined.  Also, if no one
steps up and tries to clean up it'll just go on (as you mention).  I
intend to clean this up.

>
> 3. Trustees have direct control over their electorate.
>
> Who votes for Trustees?  Foundation members.  And who appoints
> and removes Foundation members?  Trustees, of course.  So we're talking
> about giving away governing the whole distribution to people who
> directly decide who can vote for them, and who can't, and do that
> in rather arbitrary way.
>
> Before somebody claims that Council is in the same situation -- not
> exactly.  The Council doesn't directly interfere with recruitment
> or retirement -- it only takes care of appeals.  Not to mention that
> the rules for becoming a developer are far more precise than rules for
> becoming a Foundation member.
>

As mentioned earlier, the Foundation is a business.  In practice we've
tried to avoid removal of members as much as possible.

>
> 4. Not everyone can be a legal Foundation representative.
>
> This has been the argument a lot of people mentioned.  Some of our
> developers simply can't legally be an Officer, not to mention Trustee
> because of their employment or other legal positions.  Your proposal
> unjustly prevents them from having any governing position.
>

Yes, it is the biggest drawback.  I'm not sure how they are allowed to
be what in effect is an officer though (council members are in effect
officers, even if not explicitly so, at least in my view).

>
> 5. You are conflating governing and bureaucracy.
>
> What we have right now is two disjoint bodies: Council which is elected
> as representatives of developers, and Trustees who are responsible for
> dealing with the bureaucracy.  With your proposal, developers are now
> partially governed by bureaucrats for no real reason except... we need
> bureaucrats, and bureaucrats want to rule us.
>
> What you're doing here is blocking competent people who were doing a
> good job dealing with non-technical matters on the Council just because
> they do not have the necessary skills or experience to do the Trustee
> work.  And on the other hand, giving power to people who may not be
> trusted developer representatives just because they claim they're going
> to take care of the bureaucracy.
>

I think you are putting words in my mouth.

>
> 6. Trustees have serious problems dealing with their own work.
>
> Let's be honest.  Trustees haven't been exactly the perfect caretakers
> of legal and financial matters.  Even skipping the tax problems, let's
> talk about copyright problems.  Rich Freeman has started the work on
> solving them long time ago.  Then Trustees were responsible for it
> and did not manage to do anything except for copying the Rich's text
> with minor changes (also made by him) to Wiki.
>
> The whole copyright effort started again when I established the 'joint
> venture'.  Which was pretty much a nice way of saying 'we will do most
> of it for you because otherwise it will never happen'.  But sure, that
> was a complex problem.
>
> Just take a look at their meeting logs and see how many items keep being
> moved from month to month with no action taken:
>
> https://wiki.gentoo.org/wiki/Foundation:Meetings
>
> At some point, you start thinking that Trustees are putting more effort
> in trying to replace Council than in actually doing the things they were
> elected to do.  Do you really think they will be doing a better job with
> more responsibilities at hand?
>

I'd like you to restrict the time period of your attacks against the
trustees to the last 2 years, which have been frustrating, but
productive.

As far as who's been doing the work.  I agree that the council (and
foundation) members have been doing a lot of work, particularly in the
copyright area.  Keep in mind that rich0 is a member of the foundation
as well.  I wish we had more capable people in the foundation doing this
work but no one seems to want to step into that role but only do the
work outside of the foundation's view then dump it in their laps.

I wasn't aware it was you who established the 'joint venture', iirc K_F
even told me it was my responsibility to schedule meetings because it was
my idea :P

>
> 7. Who will oversee the Trustees?
>
> Right now, the Council handles all the global decisions and appeals
> in Gentoo.  However, if Council goes rogue and starts working against
> the goals of Gentoo, Trustees can intervene. If Trustees become the
> highest authority for decisions and appeals, who is going to intervene?
>

The same argument works for whatever the 'top body' ends up being, but
there are two options we have right now (as in you can invoke it now).

The 'general resolution' as I believe antarus mentioned would be a good
choice (as decisions still have to be legal of course).  Our bylaws
even have something like this already (section 3.9, 3.12).  Not the
best approximation, but could be reworked possibly.

The second option would be to recall the trustee(s) (section 5.6).  I
don't think this option exists for the council.

>
> That's all I can think of now.  But I think that's 7 reasons too many
> for Trustees to claim any direct leadership position.  Trustees have
> a clearly defined role in serving and protecting Gentoo.  Extending that
> to exercising daily power in leading Gentoo is not going to be good
> for the community, and certainly it is not going to be fair to other
> developers.
>

--
Matthew Thode (prometheanfire)