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On Mon, Jan 16, 2017 at 1:52 PM, Alec Warner <antarus@g.o> wrote: |
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> |
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> |
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> SPI reduces the liability of the Gentoo Foundation (since the board and |
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> officers have specific legal duties that get taken over by SPI.) |
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|
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SPI eliminates the liability of the Gentoo Foundation, because under |
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that model there wouldn't be a Gentoo Foundation. It wouldn't have a |
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board or officers, since it wouldn't exist. |
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> I don't |
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> think the SPI changes the liability of the foundation members (who do not |
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> receive indemnification either way) or non-members. |
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There would be no members, since there would be no Foundation. |
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Foundation members in general are not liable for the actions of the |
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Foundation, just as shareholders in any corporation are generally not |
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liable for the actions of a corporation. (There are exceptions, but |
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they're not going to apply here.) |
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|
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Now, somebody who happens to be a foundation member might be liable if |
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they happen to also personally do something that exposes them to |
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liability. If I own a share of Exon-Mobil stock and an employee of |
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Exon-Mobil hits somebody over the head with a gas can then I bear no |
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liability because of this association with the corporation. However, |
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if I were to hit somebody over the head with a gas can then of course |
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I'd be liable for it. Being a Foundation member neither increases nor |
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decreases your liability as far as Gentoo is concerned. |
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Now, being a Trustee or Officer is a different matter. |
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> So saying "there is no |
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> Gentoo to sue" to me is disingenuous. For most people on this thread the |
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> situation is the same; the board and officers encompass only 5 humans. |
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So, we have to pick which way we're going with things. |
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Are we of the school that: |
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There is only one "Gentoo" and it is the Gentoo Foundation, and |
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everything else is just a legal fiction, and the Foundation is |
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responsible and in charge of everything as far as the law is |
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concerned. |
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|
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or not? |
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Part of the problem here is that we're using terms loosely, which is |
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made more complicated by the fact that we're talking about something |
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that would change the nature of those terms anyway. Gentoo today is |
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legally a Foundation that owns the trademark on "Gentoo." Under the |
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proposal "Gentoo" would be nothing more than a trademark owned by SPI. |
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You can't sue a trademark, only its owner. |
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Yes, devs could be sued if they personally did something wrong. That |
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is true today, it has always been true, and it will always be true. |
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At best we could pay for insurance to pay for the legal bills and |
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judgments should such a lawsuit happen. We don't do that today. |
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However, what we personally do is something we can all control. You |
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can sue me for things I do wrong. You can't sue me for things others |
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do wrong. That isn't the same as the situation today, where I as a |
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developer can do something wrong, and the Foundation could be sued for |
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it, and now the Trustees have to deal with it, and if they fail to |
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discharge their duties as Trustees properly they could also be sued. |
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|
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-- |
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Rich |