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

[Robin H. Johnson]

On Sat, Jul 13, 2019 at 01:18:29PM +0100, Roy Bamford wrote:
> On 2019.07.13 13:12, Roy Bamford wrote:
> > Team,
> >
> > This is a meta topic to collect Questions For Gentoo Foundation
> > Trustee Candidates together.
>
> We have several candidates with a declared platform of dissolving
> the Gentoo foundation.
>
> 1. Will all candidates make their position on the future of the
> Foundation clear.
Firstly, I want a special vote for the electorate to vote on what they
feel the outcome should be. The main question should be a ranked vote,
and also carries the significance of being the mandatory general vote
for dissolution.

Before the vote is undertaken, extensive research with comparative costs
should be prepared. They should include costs of ongoing state, costs to
being an Umbrella member, costs to joining the umbrella (e.g. many of
the options will need to pay for trademark & copyright [1] transfers).

Specifically relevant to this, I'd like to remind those reading this
email that while New Mexico considers the Foundation to be a non-profit
entity, the IRS considers the Foundation to be a for-profit corporation.
Subject to New Mexico law and really IANAL, I think there's a chance we
could make multiple choices on what to convert into.

I think that the questions in the vote should somewhat like the
following. I know votify doesn't support multiple questions, so we'd
need to find another platform for this vote.

Question 1:
- Should the Foundation do voluntary OPTIONAL backfiling to the IRS?
Yes, No
This is the filing beyond the present 4 years that we are presently
required to do. If the outcome of a later question makes it mandatory,
then we'd be doing it anyway.

Question 2, ranked choices:
What do you feel should be done with the Foundation entity? If an option
turns out to be disallowed by law, it will be discounted after the poll.
I'm not certain all of the options will be possible, but I want to be
open in possibilities.

- Remain a for-profit entity
- Apply to convert from for-profit to non-profit 501(c)(3)
- Apply to convert from for-profit to non-profit 501(c)(6)
- Dissolve the existing entity AND create a new non-profit 501(c)(3)
- Dissolve the existing entity AND create a new non-profit 501(c)(6)
- Dissolve the existing entity AND Join Umbrella: Software in the Public Interest (SPI)
- Dissolve the existing entity AND Join Umbrella: Software Freedom Conservancy (SFC)
- Dissolve the existing entity AND Join Umbrella: Linux Foundation (LF)
- Dissolve the existing entity AND Join Umbrella: ... (list of every umbrella that is compatible with us joining)
- Dissolve the existing entity AND donate the assets to some non-profit
- Reopen research & voting

Question 3:
As required by New Mexico law, do you approve of the trustees dissolving
the existing Foundation, to change per question 2?
Yes, No

> 2. Will all candidates explain the reasoning supporting their position
> on their future plans for the existence (or otherwise) of the Foundation.
On the above questions, my answers:
Q1: 
No voluntary backfiling [I don't have the time for it, another person will need to work with the CPA on it]

Q2: 
- Dissolve & join SPI
- Dissolve & join SFC
- Dissolve & join LF
- (maybe other umbrellas here)
- Convert to 501(c)(6)
- New 501(c)(6)
- Reopen research & voting
- (all other options)

Q3: Yes

Why these choices?
As the others have noted, even with the present manpower, we have a bus
factor problem. If I wasn't around doing the financials, we'd be in much
worse state. Not that it would be impossible to fix, just significantly
more expensive (one rough book-keeping quote to "fix" data was $250 per
calendar month of backlog, including end-of-year financial statements).

To that end, I feel we should offload the work to an umbrella as much as
possible, that is ALREADY handling the type of stuff we want to do for
other open-source projects. 

Furthermore, I feel that unless our income were to grow significantly,
the costs of being in an umbrella are less than doing it on our own.

If the electorate is against Umbrellas as a whole, AND understands the
ongoing costs to outsource all of our needed management, then we can
certainly consider it.

The exact Umbrellas we might join are another matter for debate. I think
the Linux Foundation has the most corporate power, but I'm not as
certain of their motives as SPI & SFC.

[1] You're asking now, which copyright? The Gentoo CDs that Daniel Robbins
once registered with the US Patent & Trademark office, as part of the
copyright recordation process, in support of the Gentoo trademarks.
Gentoo Technologies Inc claimed that copyright, and it was transfered to
the Foundation. It leaves the mess however that developers might not
have assigned copyright to Gentoo Technologies Inc, so it's clear what
is actually covered, and to what degree it's valid.

-- 
Robin Hugh Johnson
Gentoo Linux: Dev, Infra Lead, Foundation Treasurer
E-Mail   : robbat2@g.o
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