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

[William L. Thomson Jr.]

On Friday, January 6, 2017 9:47:59 AM EST Rich Freeman wrote:
>
> I think it is worth implementing this concurrently with a full vote
> for all seats so that there is a fresh mandate.  We haven't decided
> how many seats/etc there should be.  It really doesn't matter if you
> see this as being the "new council" or the "new trustees" - whatever
> we call it the new board inherits the responsibilities of both, and
> anybody in either set of roles today (or somebody new entirely) could
> end up on it.

The trustees and council do not have to change at all to unify. All that has 
to happen to unify is clarify the mandate of each. What the foundation is 
responsible for and council. Its mostly already clarified now.

The change is really just getting the concept of foundation separate from 
council out of peoples thought process. For people to see Gentoo as one, with 
the council being under the Foundation. The council running the project 
technically.

Think of the Council as the CTO.

> I only mention this because I have seen some debate about which board
> is more fit to do this or that.  If there is a fresh election it is a
> moot point because people can look at the new list of responsibilities
> and vote for whoever they think will handle it best.

I do not think it requires a new election, changing numbers of trustees or 
council members. It is more a logical change than anything. Everyone agree the 
council and foundation are one, and trustees are over the council, legally not 
technically.

It could even be in the by laws the council has the final say on any and all 
technical matters. I am shocked the by laws have never been revised since my 
efforts. My name still remains on them :( That should at minimum be updated 
any time trustees change, and refile updated by laws with New Mexico.

> If for a moment there is a lull in Foundation interest then an
> umbrella org can make sure the bills get paid and the filings get done
> and the books are always in order, and maybe that is the full extent
> of Foundation activity.  If at other times there is a lot of interest
> in activity then that interest can be focused on growing the
> Foundation and doing interesting things with our money, while the
> baseline activities continue to have professional oversight.

Using a umbrella org comes with cons not just pros. There is a reason this was 
not done back in 07-08. I do not think much that was discussed has changed. I 
can see pros and cons. But I believe there were more cons brought up by 
others, which I do agree with. All in -nfp archives just search using SPI on 
marc.info or gmane.
 
> It basically frees Gentoo volunteers to focus more on things like
> organizing an annual dev conference and less on filing 990s.  You
> can't do the former unless the latter is in order, and people are
> going to be a LOT more willing to sponsor stuff if we have a fairly
> solid compliance posture financially.

Yes and no, corporations do not support entities under umbrella organizations 
the same as ones who have their own foundation and such. Don't take my word, 
research it, and you will likely come to the same conclusion.

> > The end result in terms of self-administration is not that much different
> > from Matthew's proposal. The legal construct, however, is very much
> > different.
> ++
>
> Either way we have a central governance.  This model also extends well
> if we want to have similar legal entities in other countries (assuming
> there is some advantage to doing so).  You could have a project to
> manage this stuff, and sub-projects per country.

There was at least one other legal Gentoo entity in the past in another 
country. I cannot recall more than that.

-- 
William L. Thomson Jr.