Re: [gentoo-nfp] Gentoo metastructure reform - reality and SPI

[Daniel Campbell]

On 01/17/2017 05:46 AM, Rich Freeman wrote:
> On Tue, Jan 17, 2017 at 8:25 AM, Daniel Campbell <zlg@g.o> wrote:
>>
>> I think this structure could work -- despite being dependent on an
>> outside entity -- as long as our contract with SPI allows us to retain
>> rights to our assets. i.e. they can't rob us blind in the event of a
>> falling out or something.
>
> Who would even be the parties to such a contract?  The Gentoo
> Foundation would almost certainly sign a contract handing over the
> assets, but unless we keep it around (which involves almost all the
> work it does today; maybe a little less if it has no financial
> transactions though I'm not sure if such corporations generally are
> allowed to exist) then there is no successor in interest to the
> contract.  Legally nobody would have standing to enforce the contract.
>
> If SPI screws over Debian, then legally there is no "Debian" to
> contest the matter in a court.  SPI IS Debian as far as the law is
> concerned.  Ditto for Arch/Postgres/Libreoffice/FFMpeg/Xorg/etc.
>
> Now, what I don't know is who their members/shareholders are legally.
> They would have standing to initiative a shareholder lawsuit if they
> felt that the corporation were not staying true to its charter.   If
> the project liaison becomes a shareholder then that becomes some
> avenue of recourse, though we have no way to compel our project
> liaison to take a particular action, just as today we have no way to
> compel the Trustees to run the Foundation in any way (at least, not
> legally).
>
>> What really should decide this imo are the people who have been doing
>> foundation work already. Ask them if they're okay with throwing away
>> their work for a company to handle it for us. They're the ones most
>> impacted by such a decision and deserve the most influence imo.
>
> Nobody should be contributing with the expectation that people in the
> future are beholden to them.
>
> I'd argue that drobbins did a lot more work on this front than any of
> the current Trustees.  Should we have him decide for us?
>
> The stuff I contribute to Gentoo is freely given.  If I'm gone in a
> few years I'd hope that the people carrying forward the work of Gentoo
> would focus on what makes it most efficient for them to contribute and
> not stop and wonder "what would this random past developer want us to
> do?"
>
I wasn't referring to retired or otherwise-gone developers, just the
ones who've been doing it and are still around. They likely have voting
power to begin with, but it's their work we'd be throwing away. It's up
to them if they want to keep trying to work it out or if we should throw
in the towel and take a chance on SPI.

If we decide to go with SPI, I hope at least one of us thinks of an
alternate name should things fall out, we lose our trademark/assets, and
have to fork. I'd argue that this same lack of foresight likely created
a lot of the issues surrounding the foundation in general. The bus
factor in particular seems dangerously low.

-- 
Daniel Campbell - Gentoo Developer
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