1 |
On 2018.07.16 22:21, Aaron Bauman wrote: |
2 |
> On Thu, Jul 12, 2018 at 10:18:47PM +0200, Michał Górny wrote: |
3 |
> > I'd like to nominate Aaron Bauman (bman). |
4 |
> > |
5 |
> > -- |
6 |
> > Best regards, |
7 |
> > Michał Górny |
8 |
> |
9 |
> As many may be aware I had run for council in the recent election. My |
10 |
> intent was simply to further the items I had outlined on the -project |
11 |
> mailing list. While I was not elected, those items remain unchanged |
12 |
> and |
13 |
> my intent is to continue working those items from the Foundation. I |
14 |
> have |
15 |
> experience working with United States based non-profits both from a |
16 |
> legal |
17 |
> and fundraising perspective. I do not *enjoy* it, but I am willing to |
18 |
> do |
19 |
> it again if required for Gentoo. For clarity, I will outline those |
20 |
> items here. |
21 |
|
22 |
> |
23 |
> Tax issues: The tax issues should be apparent to all following the |
24 |
> -nfp |
25 |
> mailing list. Gentoo did not obtain their not-for-profit IRS tax |
26 |
> exemption following the one year self-declaration period. This of |
27 |
> course, has led to many years of contributions being accepted, but no |
28 |
> taxes being paid. Thus, we owe the United States Government back taxes |
29 |
> for those years. While this is bad, it is not a show stopper for the |
30 |
> Foundation. It can be rectified and a proposal has been written and |
31 |
> the |
32 |
> current trustees should have some informaiton regarding it soon. |
33 |
> |
34 |
> There have been several courses of action presented by various members |
35 |
> of the community to address this. The most recently discussed option |
36 |
> is |
37 |
> to join an umbrella organization such as SPI. This is a viable option |
38 |
> should we be accepted for representation. As of now, the financial |
39 |
> conundrum is a show-stopper for acceptance. |
40 |
> |
41 |
> Another option which I have explored is beginning a new incorporation |
42 |
> in |
43 |
> a different U.S. State (Indiana). This would allow us to gain a |
44 |
> not-for-profit status and proper IRS tax exemption. Upon forming the |
45 |
> incorporation we would redirect all of Gentoo's contributions to this |
46 |
> new organization. From there we would begin moving assets from the |
47 |
> New |
48 |
> Mexico based foundation to the new. This would be in the form of gifts |
49 |
> which allows a zero-sum transaction to occur given that the |
50 |
> organizations both address the same not-for-profit mission. This would |
51 |
> require a significant amount of money (approximately $30-40k dollars) |
52 |
> be |
53 |
> left in the NM foundation to deal with the IRS debt. |
54 |
|
55 |
That sounds risky for the trustees that vote to approve that. My |
56 |
understanding of NM law is that they would be personally liable for |
57 |
any shortfall as it could be seen as moving funds to avoid liability. |
58 |
|
59 |
Also, we would need to operate two NFPs when at this election |
60 |
we only secured enough candidates to staff one ... if they are all |
61 |
ranked above _reopen_nominations in the poll. |
62 |
|
63 |
Its actually worse than that, as ideally, trustees and officers should |
64 |
be separate individuals, except for the chairman of the board, who |
65 |
needs to be a board member. |
66 |
|
67 |
> |
68 |
> There are multiple benefits to this approach. The first is that Gentoo |
69 |
> will begin accepting tax-deductible contributions (for Gentoo and |
70 |
> their |
71 |
> contributors) immediately. This is beneficial to not only Gentoo, but |
72 |
> our contributors as they may now claim the contribution on their |
73 |
> annual |
74 |
> taxes. Additionally, it will allow Gentoo to seek formal fundraising |
75 |
> and |
76 |
> give our contributors comfort that we are being good stewards. |
77 |
> |
78 |
> Second, a new incorporation will allow us to address concerns of how |
79 |
> the |
80 |
> council and foundation interact through proper by-laws. Many of the |
81 |
> current by-laws are boilerplates texts simply modified. I am currently |
82 |
> working these by-laws to address the following: |
83 |
> |
84 |
> The council is and will remain the leadership within Gentoo. The |
85 |
> by-laws |
86 |
> will constrain the trustees to legally execute the direction in which |
87 |
> the council votes. The few exceptions are any legally compromising |
88 |
> matters or financial. This also ensures that council members will |
89 |
> *not* |
90 |
> be forced to legally seek permission from their employers. It will, |
91 |
> however, not remove the requirement that trustees are legally |
92 |
> obligated |
93 |
> to the foundation. |
94 |
> |
95 |
> e.g. The council votes that all developers will be supplied with a |
96 |
> Nitrokey to address 2FA concerns. The trustees will execute this |
97 |
> matter |
98 |
> legally and financially. There will be no choice as the "technical |
99 |
> board" has voted and it is final. |
100 |
|
101 |
The technical board currently has no duty to ensure fhaf their |
102 |
decisions offer value for money. Which body would perform |
103 |
'due dillegence'? |
104 |
To follow on your example, there are several competing 2FA |
105 |
solutions with differing feature sets. While Nitrokey may be |
106 |
selected for <reasons> the comparative value assesment still |
107 |
needs to be performed or the trustees would be neglecting their |
108 |
duty by rubber stamping council decisions. |
109 |
|
110 |
The council can do this today. I'm sure other groups/individuals |
111 |
already do this work before they submit funding requests. |
112 |
|
113 |
> |
114 |
> e.g. The council votes to adopt the FHS as a standard of which all |
115 |
> Gentoo developers must adhere within the Gentoo distribution. The |
116 |
> trustees will enact this by amending the by-laws. |
117 |
> |
118 |
> e.g. The council votes to require all developers to sign commits using |
119 |
> their @gentoo.org email address and key. Once again, the trustees |
120 |
> will |
121 |
> enforce this by amending the by-laws. Any failure to adhere will be |
122 |
> addressed through the proper channels and developers warned/banned for |
123 |
> failing to do so. |
124 |
> |
125 |
> Third, a new incorporation will address the short-falls we have seen |
126 |
> in |
127 |
> the current situation. The by-laws will require the proper CPA, Tax |
128 |
> lawyers, etc to be contracted quarterly, annually, or as-needed to |
129 |
> prepare and finalize required documents. Once again, the trustees |
130 |
> will |
131 |
> be legally obligated to address these matters and can and will be held |
132 |
> accountable should they fail to do so. |
133 |
|
134 |
Why does this need a new legal entity, we have to fix the existing one |
135 |
anyway. |
136 |
|
137 |
Such bylaws would make me nervous ... what happens if the new |
138 |
legal entity has insuffcient funds to pay these people. I suppose it |
139 |
just goes bankrupt, like any other legal entity. |
140 |
|
141 |
> |
142 |
> While umbrella organizations can address these matters it is not |
143 |
> likely |
144 |
> that we will be accepted anytime soon even if we address the financial |
145 |
> matters. This does not mean I am opposed to such a solution, but only |
146 |
> lends to why I have suggested a new incorporation. |
147 |
> |
148 |
> As I have stated, I am currently working a set of proposed by-laws and |
149 |
> will send them to the community once complete. From there we can begin |
150 |
> discussion and fine-tuning of the proposal. It will take approximately |
151 |
> 1-2 months at most for a new incorporation to be stood up once the |
152 |
> by-laws are codified. My intent is to open it for discussion to all, |
153 |
> but should it become a bikeshed it will simply be left to the trustees |
154 |
> and council to finalize. |
155 |
> |
156 |
> The trustees and current council will be adopted by the new |
157 |
> incorporation. These are the individuals the community has voted for. |
158 |
> As |
159 |
> such, I find it important that we adhere to their choice. |
160 |
> |
161 |
> Standing by for questions... |
162 |
> |
163 |
> -- |
164 |
> Cheers, |
165 |
> Aaron |
166 |
> |
167 |
|
168 |
I welcome any and all proposals to move things forward. |
169 |
If I'm asking questions that will be addressed by your more |
170 |
detailed proposal, a response to that effect is fine. |
171 |
Don't be doing more work to answer questions that will be addressed |
172 |
with the passage of time anyway. |
173 |
|
174 |
-- |
175 |
Regards, |
176 |
|
177 |
Roy Bamford |
178 |
(Neddyseagoon) a member of |
179 |
elections |
180 |
gentoo-ops |
181 |
forum-mods |