Re: [gentoo-project] Formally have Foundation oversee top level projects 1.1

[Alec Warner]

On Wed, Jan 11, 2017 at 12:22 PM, Michał Górny <mgorny@g.o> wrote:

> On Wed, 11 Jan 2017 14:01:43 -0600
> Matthew Thode <prometheanfire@g.o> wrote:
>
> > On 01/11/2017 01:40 PM, Michał Górny wrote:
> > >> Possible Solution:
> > >>
> > >>     Voting body:
> > >>
> > >> In order to solve this Gentoo needs to have a combined electorate,
> > >> meaning those that would vote for Council would also vote for Trustees
> > >> and visa-versa.  This would ensure that everyone’s needs are
> represented.
> > >>
> > >> The combined voting body would be able to opt out of voting, however,
> > >> opting out of voting means opting out of voting globally.  The
> reasoning
> > >> behind this is so that you can’t opt out of voting for one body but
> not
> > >> the other, as doing so would cause a split in the voting pool.
> > >
> > > This doesn't answer the most important question of all: who the voting
> > > body will be? I doubt people care about being able to opt-out of
> > > voting. They do care, however, for being unable to vote for some
> > > legal or otherwise external reasons.
> > >
> >
> > The voting body would be active developers, meaning those that passed
> > what used to be the staff quiz.  Commit access or not.
>
> That sounds good to me but you'd have to get agreement on Foundation
> end (since you're cutting their votes) and change Bylaws. But certainly
> a direction worth considering.
>
> > > So, this whole thing looks really bad to me. It looks to be based on
> > > some (accidental or intentional) misunderstanding what Council is,
> > > combined with some degree of conflict of roles in Board (Trustees).
> > >
> >
> > I see council as it is now as an overreach of what it was intended to
> > be, or even should be.
>
> Are you considering evolution a problem? Things like that usually
> happen for a reason. I don't see a reason to cut things down back to
> where they were unless you have a good reason for that.
>
> > > As I said previously, the defining attributes of Trustees would be
> > > knowledge of the law and related affairs. Why does that suddenly imply
> > > that Trustees are required to be capable of handling project
> > > leadership?
> >
> > I believe I did state that the trustees would still be limited to
> > Legal/proj running, but this gives them the 'official' ability to reach
> > down and change things if needed.  As it is now, officially, we'd have
> > to ask council for a change dealing with a legal issue if it started
> > because of something technical.
>
> Not really. As pointed out already, Trustees have absolute power.
> As long as they don't abuse it, I don't see a problem with Trustees
> reaching down below whenever they find it necessary for legal reasons.
> And I'm pretty sure Council wouldn't mind that either.
>
> > > Why do you insist on giving additional power to people who have
> > > already have a well-defined purpose? Why are you forcing us to be lead
> > > by people who offer to do legal stuff, instead of the people we trust
> > > to lead Gentoo?
> >
> > I don't like the false dichotomy you offer.  I personally don't see this
> > as an overreach of power, or even a granting of power that was not
> > already there.  All this does is document things as they already are,
> > from a more legal sense.
>
> No, that's not correct. You are removing the Council from between
> Comrel, PR and Infra.
>
> For Comrel, this means that the Council is no longer the appeal body
> for Comrel decisions. For Infra, this somehow makes me think Infra will
> no longer follow the 'directions' set by Council, and instead -- for
> some reason -- jump straight to the Board. For PR, I'm not even sure
> what this causes.
>
> What I see here, is that Board suddenly gets a few more
> responsibilities. Now, what happens if the Board makes a decision that
> violates the CoC or the law? Do we appeal the decision to the Board
> itself? Or do we have to sue Gentoo Foundation?
>

The foundation today consists of two bodies.

1) The members.
2) The board of trustees.

The board is elected by the members to run the foundation.

I don't want to talk about the law specifically (because I am a layperson
and the law is complex.)
Lets talk about the board making a decision against the best interests of
Gentoo. This is possibly against the bylaws of the foundation; but really
any action that upsets the members could result in this chain of events.

The board is accountable to the members.

To quote the bylaws, article V section 5.6

A director may resign at any time upon written request to the foundation.
Furthermore, any director or the entire Board of Trustees may be removed,
with or without cause, by a vote of the majority of the members entitled to
vote for the election of Trustees or as otherwise provided in the General
Foundation Law of the State of New Mexico."

Note that the bylaws state you don't even need cause! You just need to
convince the members to vote :)

The process probably looks like this:

1) Write down what you do not like.
2) Hold a meeting of members
2a) In order for the members to meet you must:
2b) Convince 10% of members to request a "Special Meeting" (Article III
section 3.3) in writing (I suspect you could get away with email here.)
2c) Announce the meeting 10 days in advance (Article III section 3.4)
2d) Convince at least 1/3rd of the voting membership to show up (to reach a
quorum of members at said special meeting.)
2e) The Special meeting would occur; you would propose a vote to remove
trustees (one or all). If you have a majority of members at the special
meeting, you can vote there. If you don't, you can propose the vote be
electronic and pronounce a schedule. Its a special meeting and a special
vote, so parameters have some leeway in terms of scheduling.
2f) Convince at least "a majority of the members entitled to vote" to
approve the removal of the tainted trustees.
3) Now you have removed 1 or more trustees. Congrats!
4) You need to elect new trustees now though.

The bylaws are a bit unclear on when all trustees are fired. Article V
section 5.7 says:

Any vacancy occurring in the Board of Trustees, including any vacancy
created by reason of an increase in the authorized number of Trustees, may
be filled by the affirmative vote of a majority of the remaining Trustees
though less than a quorum of the Board of Trustees or by a sole remaining
director. A director elected to fill a vacancy shall hold office only until
the next election of Trustees by the members.

I suspect we would need to consult the New Mexico state laws to determine
what is allowed. Without having read, I suspect that the members can also
request special elections (similar to 2b-2f) to elect a new board. I would
recommend to read the NM state laws to confirm.

The foundation itself publishes a list of voting members (its on the wiki).

-A



>
> > > Therefore, I'd like to propose an another model, which is pretty much
> > > what we have now, possibly with some clarifications.
> > >
> > > For fans of fancy diagrams:
> > >
> > >             Board/Trustees (Foundation)
> > >                     |
> > >                  Council
> > >                     |
> > >            all other projects in Gentoo
> > >
> > >
> > > As I see it, it's a pretty straightforward and clean structure. We have
> > > two organizational bodies: Council and Board/Trustees (I don't really
> > > see a reason to rename it).
> > >
> > > The duty of the Board/Trustees is to handle legal affairs. It is also
> > > on the top of organizational structure with the power to override any
> > > decision *if it goes against the law / CoC / etc.* In other words, it
> > > has the highest power but must use it responsibly, and does not need to
> > > be normally engaged in Gentoo affairs.
> > >
> > > The duty of the Council is to handle all affairs within Gentoo. All
> > > projects are below Council, and Council is the final 'normal' appeal
> > > for all decisions. Unlike some beliefs, its role is not limited to
> > > technical matters.
> > >
> > > This provides a good split of responsibilities for a non-profit. On one
> > > hand, we have a 'compliance board' (== Board/Trustees) that handles
> > > the legal affairs but doesn't get in the way of the distribution unless
> > > it is absolutely necessary, and we have an 'executive board' (==
> > > Council) that handles the distribution.
> > >
> > > Obviously, this also meets the necessity of different qualities. Board
> > > members/Trustees need to be fluent in the laws and/or finances. Council
> > > members need social skills mostly, and possibly some technical skills
> > > to be able to interact with the community. We no longer give extra
> > > power to someone just because nobody else wants to do the legal work.
> > >
> > > I don't see why would anybody claim this not to be a normal or
> > > beneficial structure. It is definitely more clear than what you're
> > > proposing, and definitely less likely for conflicts of interest. It
> > > provides a consistent decision appeal possibility, with a dedicated
> > > body to handle appeals regarding CoC/law.
> > >
> >
> > I see this as workable, not my preferred solution, but acceptable.  I
> > would personally rather have non-technical things and infra things
> > outside of Council, but like I said, this can work.
>
> Moving things outside of Council would require another administrative
> body to have a nice vertical structure with additional appeal body.
>
> Furthermore, as I pointed out, QA is there to handle the purely
> technical affairs. Council provides a higher level of appeal
> and decision making that combines the social and technical aspects,
> and I think it actually focuses on the former these days.
>
> As I mentioned on IRC, the USE=gtk* fiasco is the best example. If you
> attempt to solve technical problems without considering the social
> aspect, you create policies that are not respected. To run Gentoo you
> have to actually focus on the social aspect, and find a way to make
> people agree with one another.
>
> --
> Best regards,
> Michał Górny
> <http://dev.gentoo.org/~mgorny/>
>