Re: [gentoo-project] Merging Trustees and Council / Developers and Foundation - 1.0 reply

[William L. Thomson Jr.]

On Wednesday, January 11, 2017 3:46:34 PM EST Michał Górny wrote:
>
> 1. I do not mind encouraging more developers to join the Foundation, or
> even making it opt-out. However, I do oppose discriminating developers
> who decide not to join the Foundation.

There should not be any discrimination. Just an understanding by opting out 
you give up your voice/vote.
 
> 2. I agree on having a single pool of voters. However, I believe those
> should be limited to active Gentoo developers, independently of
> Foundation membership.

If one pool, not sure you can opt out of Foundation. Since that means you 
cannot vote for Foundation, then you may no be able to vote for Council.

Plus may be contestable to merge beyond the voting issue. Easier to not merge 
and leave as is now.

Also most projects give means for people outside to be part of the project. 
Non-contributing members. Why should members of the community not have any 
say? It is just a vote. The Trustees would have to present to Council and 
those two bodies decide if it is best for Gentoo.

Only reason to not give the community any representation is to say we do not 
care what you think, you have no say in Gentoo. Only those with a vested 
interest have a say. It is one way to go but not a very open way IMHO.

Gentoo should welcome everyone's input. Some may have technical contributions, 
others documentation. Maybe some have good ideas for Gentoo.

> 3. I don't think merging the Council and Trustees is a good idea.
> The two projects have divergent goals and different qualities expected
> from members.

Yes, do not merge, but provide means for them to work together for the benefit 
of all, and Gentoo over all.
 
> First of all, I'd like to point out how I see the 'problem' of many
> developers not being part of the Foundation. I think that in most
> cases, it's just a matter of 'simplicity': why would I bother joining
> Gentoo Foundation if it does not affect my Gentoo work?

Because you care about Gentoo. You care to see your work protected and not 
another taking credit and profiting from your work.

Without a Foundation per se, someone could take your work, say it was there 
own. Potentially selling such and making a profit. The Foundation is there to 
protect you, your work/contributions, etc.
 
Also to make sure you are not sued personally for your work. Though most FOSS 
software has disclaimer for such. By contributing to Gentoo per se, Gentoo 
takes that liability from you.

> I think that many Gentoo developers, especially foreigners, have
> serious doubts about implications of being a Foundation member. Even if
> elaborate US lawyers can claim otherwise, we're talking about local law
> here, and for example I had enough of the law without having to wonder
> about the implications of formal foreign non-profit corporation
> membership.

If you had a legal issue around FOSS who would you turn to? Does the EFF or 
SLFC have an entity in your country? This is a problem any project would face.

> So if anyone thinks that developers not being Foundation members are
> a problem, then I think it's best solved by spreading more information
> about the Foundation and encouragement, not attempting to force people
> in.

If the Foundation does more for Gentoo and there is benefit to Gentoo 
Developers. They may look to participate on their own as they would be 
motivated to join.

This is one of the problems, with the Foundation being seen as separate with 
"boring" duties and mission. Very few over many years have ever taken interest 
in Foundation matters. The less the Foundation does, the more it will be 
irrelevant to most. The more the Foundation is active, the more it will 
attract interest.

> If you believe that it is legally safe for any foreigner to be
> a Foundation member, then I think it'd be reasonable for recruiters (or
> mentors) to propose that to new developers, and support their effort in
> joining.

If they can legally be a developer, they should be able to legally be a 
member. Recruiters should be providing more support all around IMHO.
Which present recruiters may be doing now, a comment from past interactions.

> However, I oppose making it obligatory or giving special privileges to
> Foundation members.

There would likely never be special privileges. Just a vote.

> As long as there is no lawful reason to require
> anyone to be a Foundation member to do X, I don't think we should
> enforce that. And unless I'm mistaken, not even Trustees are legally
>
> required to be members of the Foundation (modulo current Bylaws):
> | Directors need not be residents of New Mexico or members of
> | the corporation unless the articles of incorporation or the bylaws
> | so require.
>
> http://www.sos.state.nm.us/uploads/files/Corporations/ch53Art8.pdf

That would mean if a Developer who opted out of Foundation membership could 
still run and be elected as a Trustee. Which would likely give them 
membership, opt them back in.

>
> Single pool of voters
> =====================
>
> I agree that having two disjoint pools of voters for two important
> boards running Gentoo might be bad. However, following the point made
> above I don't think that Foundation membership should be relevant to
> the ability to vote.
>
> Therefore, I think it would be best if both the Council and Trustees
> were elected by active Gentoo developers, in a manner consistent with
> how Council is elected nowadays.

It could be best, but could also result in a insiders only club.

> This removes the current Foundation members who are not developers from
> the voter pool. I'm sorry but I believe it's more appropriate that
> people who actively develop Gentoo (and have proven to understand its
> the organizational structure via passing the quizzes) get a vote
> in deciding how Gentoo is run.

I think it is  a big mistake to limit things to Developers only. I am not 
aware of any Developers with say a legal background. What if members of the 
community do? Should they really be excluded?

Developers do not always know best, and are not versed in all fields. This is a 
close minded approach to only allowing a voice from within. Also what does it 
say to the community?

There could be users of Gentoo who have more experience than new developers. 
Their experience or patronage matters not? Who cares what you develop if no 
one uses it, it does not really matter does it?

> While I believe it's important to remember the history of Gentoo
> and acknowledge past contributions to it, I don't think that solely
> past contributions should imply the ability to decide (however
> indirectly) how Gentoo is run nowadays.

A day will come when you may not contribute anymore. Does that mean all your 
past contributions immediately become worthless? Does that mean your 
experience in the project did not result in any wisdom you could share with 
others?

>
> Merged Council and Trustees
> ===========================
>
> I find this one a really bad idea. I believe that both of these boards
> have different goals and therefore require different qualities from
> people forming them.

I agree, do not merge, just have them work together but separate agendas and  
duties.

> As I see it, Trustees focus on legal and financial matters,
> and therefore it is important that they have good knowledge of laws
> applying to the Foundation and/or accounting. It is likely beneficial
> for a Trustee to be a resident of the USA, and (as has been pointed
> out) probably not everyone is legally entitled to be one.

The President and several have resided outside the US. I think its more a 
requirement for Officers than Trustees to be in the US.

> Council, on the other hand, focuses on technical (and quasi-social)
> matters. It's important for Council members to be capable of good
> judgment both on technical and community matters, and being able to
> provide resolutions that are beneficial to the community. The location
> is pretty much irrelevant here, and the role could be considered
> informal by many.

Council also needs to work with Trustees to ensure such is not taking on legal 
liability.

> Now, merging the two institutions would create a board that has a wider
> range of responsibilities, and require all of these qualities together.
> I'm not convinced this will work for us.

It would not and would be bad. Plus a much bigger change and be much more 
contestable with many more issues.

> Summary
> =======
>
> To be honest, I don't really know what problem is being solved here.
> The only problem I've been able to notice so far was the possible
> disagreement between the voter pool for the Council and Trustees which
> I think we can merge without any drastic measures.

Most do not understand the problems, the liability issues, or how 
organizations are organized. This is some what a result of the over all issue. 
It is a strange structure that leads to confusion. It does not lead to 
Trustees and Council working together on matters.
 
> However, I disagree that merging the pools would result in Council
> and Trustees getting implicitly merged. They would still have
> different areas of responsibility and required qualities, and therefore
> the developers are still likely to find different people appropriate.
>
> That said, I don't have an opinion on disallowing a single person from
> being on both boards. I don't think it's strictly necessary for any
> body in Gentoo as long as the relevant person is going to respectfully
> withdraw his vote when a potential conflict of interest arises.

There is issue with someone being on both Trustees and Council. For reasons of 
liability and other. I was a big proponent of provisions in the by laws to not 
allow such. I would strongly oppose it.

If for no other reason than someone wearing to hats for top level entities 
will end up neglecting one if they are short on time. Neither Council nor 
Trustees should ever be neglected. Therefore someone should never be on both. 
You are splitting your time and focus and that should not happen.
 
> I have yet to see the final proposal to throw my vote but I already
> start to dislike the direction it is heading towards. With no good
> rationale, and no good problem statement it seems like a change for
> the sake of changing things and/or replacing people.

Keep something in mind. Trustees could, not saying they would, change legal 
and structure aspects of Gentoo with no opposition. If you were not happy, if 
you are not a member of the Foundation as it stands now. You could do nothing 
legally, Nor could the council or anyone.

Acting like the Foundation is just a steward is a misnomer. It is good the 
Trustees are seeking feedback and approval but they are not legally required 
to do such. Once elected they do have legal authority to enact their will.

Thus it is really in everyone's best interest to take part in the Foundation. 
Help unify and correct this logical separation. Get the two entities working 
together and Gentoo moving along :)

-- 
William L. Thomson Jr.