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Here's an update. It's the same as on my blog. |
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|
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|
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Current state of affairs |
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------------------------ |
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|
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With help from Renat Lumpau (rl03), I spent some time this week talking |
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to the Foundation's lawyers, collecting documents, and sifting through |
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old e-mails. As I posted on gentoo-nfp a couple of days ago, the state |
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of New Mexico did, indeed, revoke the charter for the Gentoo Foundation, |
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Inc. in October of 2007. It's still not entirely clear why, since I |
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mailed a check along with the (then) current and past-due annual reports |
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to the state of NM way back in July. Since the check never cleared, it |
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seems a good guess that the paperwork went astray, but we won't know |
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until Renat's request (and $5) are processed by NM and they get back to |
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him. |
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|
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In any event, having the Foundation's charter revoked is exceptionally |
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embarrassing, but not catastrophic. The state of NM has a |
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straightforward procedure for reinstating a revoked charter, as long as |
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the request to do so is filed within two years of the charter's |
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revocation. This morning I sent by USPS Express Mail (tracking number |
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EO 943 358 815 US for those who want to play follow-the-paperwork from |
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home) an envelope to the New Mexico Public Regulation Commission, |
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Corporations Bureau containing an application for reinstatement, copies |
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of the missing annual reports, and a check for $60. |
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|
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Does the Foundation currently exist? |
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------------------------------------ |
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|
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Yes. |
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|
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Many, many people have assumed, quite understandably, that with the |
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Foundation's charter having been revoked, that the Foundation has thus |
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ceased to exist. That's not really true. You can see this by looking |
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at the NM statutes, but it's simplest to see by looking at what happens |
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when NM receives the application for reinstatement. The New Mexico |
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public regulation commission will determine if all of our paperwork is |
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in order. If it isn't, they'll let us know what we need to do to |
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complete it. Once it is, the commission will cancel the certificate of |
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revocation and file a certificate of reinstatement that takes effect "as |
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of the effective date of the administrative revocation and the |
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corporation resumes carrying on its business as if the administrative |
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revocation had never occurred". |
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|
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http://tinyurl.com/2v6qtl |
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|
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Who is in charge here, anyway? |
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------------------------------ |
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|
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Well, for the moment, I am. Of course, since I'm one of the people who |
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let the Foundation's charter get revoked, that's probably not a good |
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thing, but that's what we have right at the moment. Who am I? I'm one |
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of the two Trustees who hasn't resigned. (The other is pauldv.) I'm |
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also one of the original Trustees from when the Foundation was |
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incorporated. During that initial period I was made the Secretary of |
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the Foundation so that I could establish banking (which requires that |
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the Secretary sign the forms), and in 2005 I was chosen by the |
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then-newly-elected Trustees to be the President of the Foundation. The |
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important part from the above is that I had the legal authority to sign |
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the application for reinstatement that I mailed earlier today. |
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|
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Could somebody else be in charge? |
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--------------------------------- |
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|
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Yes, but it would take some time. |
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|
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The Foundation has members. Those members could set up an election, |
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vote out the current bums, and choose new, more dedicated folks to run |
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things. Who are these members? It's anybody who voted in a previous |
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Trustee election, and all current Gentoo devs who have been a developer |
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for one year at the closing of the election poll and actually vote in |
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the election. The Gentoo Foundation has a _lot_ of members. |
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|
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An alternative is for the existing Trustees to appoint new trustees to |
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fill the gaps left by those Trustees who have left. That would take |
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less time, but I'd feel much better doing that if new elections were |
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scheduled to occur within a reasonable amount of time. |
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|
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What happened to the SFLC? |
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-------------------------- |
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|
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Weren't we going to consider joinging the Software Freedom Law Center's |
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Software Freedom Conservancy (http://conservancy.softwarefreedom.org/)? |
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Yes, and the SFC was, and still is, interested (as of just a few days |
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ago, anyway), although they have some concerns about managing the legal |
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aspects of an entire distribution. (Gentoo would be larger, by far, |
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than any of their current member projects.) I still think that's the |
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right way to go, although it's ultimately going to depend on what the |
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Foundation's members want. The bottleneck right now is the assembly of |
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documents that the SFC needs to go forward: |
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|
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* Certificate of Incorporation (or analogous document for your org) |
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|
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* Existing By-Laws for the Organization |
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|
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* List of Directors (and historical list of previous directors, if |
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available) |
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|
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* List of Officers (and historical list of previous officers, if |
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available) |
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|
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* Minutes from all Board meetings for the last three years |
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|
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* All Board Resolutions passed by the Directors |
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|
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* Membership meeting minutes (if your organization is a membership |
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organization) |
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|
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* All Membership Resolutions (if your organization is a membership |
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organization) |
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|
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* All annual reports (published, or filed with any state or federal |
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agency) |
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|
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* All audited annual finanicals (if any were audited and/or filed) |
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|
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* All financial reports of any kind for the last three years |
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|
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* Copy of all state and/or federal filings (particularly including but |
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not limited to tax-related filings) for the last three years. In |
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particular, be sure to include: |
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|
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+ the IRS determination letter for the status of your filing |
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|
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+ Your IRC Form 1023 filing |
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|
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* List of any ongoing threats of litigation, or other disputes, and |
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documentation of any resolved past litigation |
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|
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* A list of all assets currently held by the organization (including |
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backup documentation, such as copy of bank statements, etc.) |
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|
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+ Include a copy of *all* bank statements for the last year |
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|
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* Any contracts that the organization has executed in the last three |
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years (plus any older than that if they remain active) |
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|
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* A list of any outstanding loans, leans, or other debts held by the |
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Organization |
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|
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Much of this stuff needs to be assembled by me (because I have most of |
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the docs), and I got rather busy the last six months and didn't do any |
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of it. I'm going to try to pull together as much as possible this |
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weekend, but I could use help on a couple of items. Our sponsored ads |
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on www.gentoo.org presumably constitute contracts of some sort, so if we |
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have anything in writing I could use a copy. Our major tangible assets |
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are the various gentoo boxes that we have, so a list of those would be |
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helpful. I vaguely remember that once upon a time we fired a dev who |
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then threatened to sue us (but never did, fortunately). Nonetheless, |
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we'd best include that info as well. Help from devrel on that one, |
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please? I'd like to have all of this stuff sent to the SFC on Monday, |
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if at all possible. |
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|
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Looking forward |
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--------------- |
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|
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So, what's next? |
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|
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We need new Trustees. I don't think anybody will disagree there. |
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|
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We need to decide (again) what the role of the Foundation should be. |
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Currently, the Foundation exists to handle Gentoo's financial matters, |
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protect and defend Gentoo's trademarks and other intellectual property, |
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and provide ownership of various "hard" assets, such as the various |
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Gentoo server boxes. The Foundation has almost no influence right now |
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over actual Gentoo (the OS) development. The only caveat there is that |
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Gentoo needs to satisfy the requirements of a non-profit organization, |
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and it's the Foundation's job to let the Council know if something is |
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happening that might threaten the Foundation's non-profit status. I |
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believe that this role is what the majority of the Foundation's members |
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actually want, and it's one that I believe would be even better served |
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by having the SFC handle it instead of us. That said, there has been a |
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lot of support for what drobbins has proposed |
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(http://blog.funtoo.org/2008/01/here-my-offer.html), which would make |
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the Foundation responsible for the health and direction of Gentoo as a |
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whole. That's a discussion that's certainly worth having, and |
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gentoo-nfp@g.o is standing by.... Let's try not to take forever |
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having this discussion, so consider Monday, 23:59 UTC, to be a deadline |
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for your electronic voice to be heard. |
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|
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What about drobbins' proposal? |
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------------------------------ |
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|
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I'd like to push off until Monday any actual decision, so that the above |
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discussion can happen first. I don't think drobbins will mind the |
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delay, although he's not around right now for me to check first. |
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-- |
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Grant Goodyear |
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Gentoo Developer |
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g2boojum@g.o |
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http://www.gentoo.org/~g2boojum |
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GPG Fingerprint: D706 9802 1663 DEF5 81B0 9573 A6DC 7152 E0F6 5B76 |