Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Aaron Bauman]

On Sun, Jul 14, 2019 at 04:54:04PM +0000, Robin H. Johnson wrote:
> On Sun, Jul 14, 2019 at 11:58:34AM -0400, Aaron Bauman wrote:
> > On Sun, Jul 14, 2019 at 03:29:34PM +0000, Robin H. Johnson wrote:
> > > On Sun, Jul 14, 2019 at 10:53:48AM -0400, Aaron Bauman wrote:
> > > > > > 2. Will all candidates explain the reasoning supporting their position
> > > > > > on their future plans for the existence (or otherwise) of the Foundation.
> > > > >
> > > > > The reasoning is simple.  We haven't been able to maintain Foundation
> > > > > in really good standing *for years*.  Even if we are closing to
> > > > > *finally* fix things, it mostly relies on a few people putting a lot of
> > > > > work, and this means low bus factor.  There's no way to know that
> > > > > a future Trustee board won't mess everything up again, and we still
> > > > > barely have any candidates in the elections.
> > > > By-laws can mandate the retention of a CPA.
> > > Can, but possibly shouldn't. Just because our filings are complex now,
> > > doesn't mean they always will be. The SPI's 990 filings were initially
> > > prepared with the aid of a CPA, but later on were prepared directly by
> > > the SPI's treasurer, as they gained confidence in the process.
> > You often say a lot of things should not be in the by-laws and I have yet to
> > figure out your rationale for such a view and I frankly disagree with it.
> >
> > *By-laws govern the trustees just as much as they do the general membership
> > interests in the distribution*
> >
> > It is very wise to put such a by-law in place.
> By-laws and articles of incorporation are the guiding principles for how
> an organization should work. They are not the exact implementation
> details.
>

You are debating whether the general membership should vote for the amendment of
by-law's to force *their* elected board to retain a CPA?

This is precisely what by-laws are for.  Guiding principles as you stated.  That
would be a guiding principle.  

Debating "implementation details" is rather a technical Agile like approach to
how things should run.

> We should have a lot more implementation documentation, and process
> documents about HOW we follow the guiding principles. My recent thread
> about establishing a more formalized timeline for the Trustee election
> was an example of that.
>

Such a timeline can easily be adopted into the by-laws.  Look at SPI for an
example.  We don't need separate documentation to follow some DevOp'ish like
methodology.

> To change the implementation detail, should not require invoking a
> motion of the board, or changing the bylaws.
>

Of course, I would say it would when such things should be legally held liable.
Hence, the example I gave about retaining a CPA.

> With respect to the CPA example, I entirely support such an amendment to
> bylaws that says something like:
> "The Treasurer shall maintain up to date financial statements and
> required filings, published no later than the filing deadlines for each
> fiscal period."
>

I would partially agree with such a statement. However, I would say something
like:

"The Treasurer shall maintain an active relationship with a certified CPA to
ensure that all financials are up to date...etc"

The certified part here is key and is a part of understanding why retaining a
CPA is paramount.

> (The existing bylaw bindings on the Treasurer require that the financial
> records are "full and accurate", but don't place any timelines on it
> other than presenting at the AGM)
>
> The implementation details break it down further:
> - The IRS filing deadline for the 990 form is the 15th day of the 5th
>   month after the fiscal period end [1]
> - The New Mexico filings are due 4.5 months after end of fiscal
> - Until such time as the Treasurer or delegate can prepare the financial
>   statements, the Board shall retain a book-keeper for the financial
>   statements.
> - Until such time as the Treasurer or delegate can prepare IRS filings,
>   the Board shall retain a CPA to complete them.
> - The Treasurer or delegate shall present draft financial statements at
>   least 60 days before the deadline.
> - The Treasurer or delegate shall present draft 990 filings at least 30
>   days before the deadline.
>

These are specific tax code requirements which you attempt to put in parallel to
implementation details in a DevOp'ish like world, but at the trustee level.

> > Just as I believe the use of certain licenses within Gentoo should be
> > codified in the by-laws.
> This one gets even murkier: for a NEW work, the choice of license is up
> to the copyright holder (as as the ability to relicense it). The
> Foundation isn't the copyright holder anymore, so can't force which
> license gets used on something.
>

This is not a debate as to the validity of said licenses or how the GPL, for
instance, stands up in court.  This is protecting the project from accepting
potential works into their repos which are hosted and paid for by the legal
entity that is Gentoo Foundation.  Hence, we take on liability, but may not hold
the copyright to said code.

Let's not forget that folks like SFC spend their time defending the GPL.  This
shows precedent for how legally based entities and peoples must still defend
such licenses.

Using the GPL as an example, your above statement somehow implies the GPL is
self-governing when in reality it is not.  People must defend it in some form or
fashion.

What did we see following the Linux kernel license debacles?  A Linux Foundation
stood up to assist in protecting the licenses protecting their code.  I am *not*
implying this was the only reason/justification behind the LF.

> The Foundation can pass something that says that any packages for which
> Gentoo is upstream and the package is in base-system shall be licensed
> with a license that is FSF approved or OSI approved.
>
> The implementation detail would break it down to say which packages and
> which licenses in more depth. And probably be careful to exclude AGPL
> licenses from certain components.
>

See above.  This was not the point.  The point was, that we need to govern what
we, as a Foundation, allow to be hosted and/or published in our repos.

-- 
Cheers,
Aaron