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Team, |
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|
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Andreas, |
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I like the out of the box thinking. |
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|
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On 2017.01.14 21:43, Andreas K. Huettel wrote: |
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> Hey all, |
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> |
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> I wrote this text up some months ago when Ian Delaney and Roy were |
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> making first |
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> noises that the Gentoo foundation should be in overall control of the |
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> distribution. At that time I didn't know about SPI and umbrella |
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> corporations yet. |
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|
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Umbrella corporations remove some of the drudgery. They do not perform |
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any of decision making nor decision vetting. Gentoo, somewhere, still |
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needs to do that. We will still need to protect our trademarks ourselves |
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with the umbrella being used for escalation. |
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|
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> Now, I see an umbrella organization as e.g. SPI as the better |
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> choice, |
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> since it relieves us from the jobs that noone (not even the trustees) |
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> want to do. |
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|
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Not totally but it could help. It was seriously examined as an option |
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around 2009. |
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> |
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> Mostly I am sending this text (slightly edited) now out as alternative |
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> |
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> proposal for the unfortunate case when (for whatever reason) working |
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> with an |
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> umbrella organization such as SPI were not possible. |
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|
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I think the setup we have now, where when the distro screws up, the |
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Foundation gets the blame is suboptimal. Any proposal for change |
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deserves to be examined on its merits. |
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|
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> |
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> I've shown the text to a few people in the meantime, so don't be |
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> surprised if |
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> it has text overlap with other e-mails or reorganization proposals. |
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> |
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> Cheers, Andreas |
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> |
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> ------------ |
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> |
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> Motivation: In recent vivid debates the Gentoo metastructure and the |
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> responsibilities of its organs have been called into question by a |
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> vocal |
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> minority. Compared with how the distribution has been running over the |
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> last |
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> years, most of the proposals aim to adapt reality to organizational |
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> structures. This proposal instead aims - in a very similar way as |
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> Michael's |
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> SPI proposal - to adapt organizational structures to reality. |
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> |
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> Letters [z] are textual footnotes, numbers [9] point to web links as |
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> source |
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> material. |
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|
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Before continuing, the Foundation has an immutable constraint it |
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must operate within. |
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https://wiki.gentoo.org/wiki/Foundation:Articles_of_Incorporation |
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The NM Statues for non Profit Organisations. |
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http://www.sos.state.nm.us/Business_Services/Corporation_Statutes.aspx |
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Just Art 8. |
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There is flexibility where the statues point to the bylaws. |
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|
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> |
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> Proposal: [a] |
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> The Gentoo Foundation bylaws are amended such that: |
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> * Gentoo Foundation trustee positions are appointed by the elected |
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> Gentoo Council via majority vote, for a fixed term. Each appointed |
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> person has to be |
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> confirmed by a yes/no vote of the Foundation members. |
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How does that sit with the requirements of 53-8-18 (on page 45) of |
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the NM statutes? |
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It sounds rather like the democracy in the former Iron Curtain |
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countries. Here’s a list of candidates ... |
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Perhaps I'm just old and cynical and it really doesn't matter. |
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|
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What happens in the event of a 'no' vote of Foundation members, or |
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that council cannot find sufficient people that they are prepared to |
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nominate and who are willing to stand? |
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Council pick up the jobs – after all, we have seen what happens when |
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the Foundation activities are not performed. |
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|
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What of Foundation Officers? |
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The trustees are the directors ... they provide direction. |
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The officers do the actual work. With a small NPO, there is little |
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distinction but it has worked well in the past when we have |
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been able to separate trustees and officers. |
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|
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|
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> A non-quorate |
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> member vote |
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> (less than 1/3 member participation) counts as confirmation. |
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A simple majority vote by foundation members fine. Its worked since 2008. |
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The reality is if you wait for a quorum of members, you (legally) adjourn |
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the meeting and the adjourned session is automatically quorate. |
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|
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> * The Gentoo Council acts as independent, voter-appointed review and |
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> oversight |
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|
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Won’t this need GLEP 39 to be amended? |
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The council is a ‘go to’ disputes resolution body. This proposal requires |
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it to actively manage the Foundation. |
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|
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> … body for the Gentoo Foundation and has full access to Gentoo |
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> Foundation data. |
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|
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Probably not. The council are not trustees, nor officers of the Foundation. |
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Some Foundation data is lawyer/client privileged. The client here is the |
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board and officers that need to know. That excludes council, unless |
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they happen to be officers that need to know. |
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Nothing, at present, excludes individuals serving on council and being |
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Foundation officers concurrently. |
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|
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> It can require regular status updates from Gentoo Foundation trustees |
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> and officers. |
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Everything that can be public has been made public along the way. |
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|
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> * The Gentoo Council can dismiss Gentoo Foundation trustees before |
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> their term |
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> runs out by unanimous vote of Gentoo Council members. |
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The holes thus created need to be filled, How? |
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Council will step in? |
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|
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... and officers, who may be different individuals? |
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|
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|
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> |
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> Implementation: |
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> While changing the role of the Gentoo Council requires changes to GLEP |
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> 39 and |
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> thereby a vote of all developers, the above changes to the Gentoo |
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> Foundation |
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> bylaws can be implemented by the trustees alone. So, in principle this |
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> change |
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> could be done during the next Gentoo Foundation trustee meeting and be |
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> immediately in effect. |
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|
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Almost. New bylaws need to be drafted reviewed approved and filed with |
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New Mexico. Something at the back of my mind says that we need to serve |
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some notice period to members too, before revised bylaws become effective |
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The effect would not be immediate. |
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|
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> |
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> Rationale (the long part): [b] |
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> |
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> A] Philosophy – should the „suits“ lead? |
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> The main purpose of the Gentoo Foundation is to administrate Gentoo |
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> finances |
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> and protect Gentoo intellectual property. We are talking about two |
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> important |
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> tasks here that require high dedication and are central to the daily |
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> functioning of Gentoo. However, Gentoo is not a corporation, but an |
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> open |
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> source initiative by volunteers. Most people investing time into |
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> Gentoo as |
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> developers [c] are focussing on the technical aspect, and a community |
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> without |
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> code is worthless in our context. I am aware that current trustees are |
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> |
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> investing also much time and effort into technical aspects of Gentoo. |
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> However, |
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> having people direct the course of the distribution due to occupying a |
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> non- |
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> technical, finance and administrative *role* means having the tail wag |
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> the dog. |
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|
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I’ll need to ask “What is Gentoo?” and “Who speaks for Gentoo?” to |
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respond to that. Its likely we have different viewpoints on the former |
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or we would not be having this discussion. The answer to the second |
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part of the question is linked to the first. |
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|
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> If anything, in a community-driven, non commercial Linux distribution |
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> administration should follow technical requirements. |
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First and foremost administration should follow the legislation. |
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It would be more than unfortunate to do something illegal while following |
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technical requirements. |
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|
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> |
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> B] Practicality – the two-headed snake |
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> The separation of tasks and responsibilities between Gentoo Council |
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> and the |
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> Gentoo Foundation trustees has worked out fine for years. |
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It works while we are all good friends. |
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|
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> Any one-sided attempt |
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> to change the balance, however, easily provides cause for conflict and |
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> endless |
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> bikeshedding. |
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|
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I don’t see any one sided attempt to change the balance. Only healthy |
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discussion about if we should and to what. |
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|
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> This not only binds efforts and slows down decision |
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> processes, but also makes Gentoo as a whole vulnerable to outside |
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> manipulation. By playing the Gentoo Foundation trustees against the |
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> Gentoo Council or |
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> vice |
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> versa, and searching supporters whereever it just suits, third parties |
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> can |
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> induce friction and attempt to work around established procedures. |
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|
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Isn’t that an example of the present arrangement not working? |
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|
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> |
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> C] Mandate – manifestos and voter perception |
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> Given the background of the previous years and the election manifestos |
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> of the |
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> two 2016 elected Gentoo Foundation trustees [1,2] I see no voter |
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> intent to |
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> extend the powers of the Gentoo Foundation trustees into topics |
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> previously |
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> handled by the Gentoo Council. Conversely, manifestos of the 2016 |
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> elected |
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> Gentoo Council members cover a very wide range of topics |
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> [3,4,5,6,7,8], in |
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> particular including also community oversight and public relations. |
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> |
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> D] Oversight – past inactivity of the trustees to protect Gentoo |
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> assets |
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> As already stated above, the current role of the Gentoo Foundation and |
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> its |
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> trustees is very important for the daily running of Gentoo – without |
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> it there |
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> would be no infrastructure, no funds for equipment, and so on. |
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> However, past |
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> events (failing to renew corporate registration, failing to submit tax |
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> filings, |
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|
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The corporate registration was renewed on time in 2007. New Mexico lost |
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it after receipt. (That’s newish information to me) |
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|
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> the treasurer disappearing for many months without anyone panicking, |
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> an |
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> apparent 5-digit mismatch in finances) do not really recommend the |
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> Gentoo |
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> Foundation as top level oversight body. On the contrary, a compliance |
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> board |
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> (as in this proposal the Gentoo Council) should be instated which is |
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> able to |
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> oversee and take corrective action. |
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> |
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|
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> E] Legalese – formal legitimization of the current trustee election |
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> The current method of electing the Gentoo Foundation trustees is |
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> legally |
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> shaky. I have no doubts that the election process fairly expresses the |
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> wishes |
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> of the voters. However, it leads to a rather strange conundrum in the |
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> Gentoo |
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> Foundation bylaws: The bylaws require that the Board of Trustees is |
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> elected by |
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> an annual meeting of the foundation members [Sec. 3.2], which is |
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> supposed to |
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> normally take place on IRC in the #gentoo-trustees channel [Sec. 3.1]. |
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> A |
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> meeting requires a quorum of 1/3 of the members entitled to vote, |
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> „represented |
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> in person“ [Sec. 3.9]. If this is taken verbatim, none of the trustees |
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> of the |
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> past years would have been elected; I can't remember any meeting where |
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> a |
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> quorum of foundation *members* would have been present. A completely |
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> different, conflicting set of instructions covering the current method |
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> and |
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> condorcet voting, is set out in a later paragraph [Sec. 5.5]. |
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|
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As you say, meetings of members that fail to reach a quorum should be |
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adjourned. |
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The adjourned session is automatically quorate. |
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> |
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> --------- |
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> |
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> |
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> [a] In case this is not legally possible for a New Mexico nonprofit, a |
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> re- |
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> incorporation in a different legal system (e.g., EU, where many Gentoo |
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> |
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> developers now reside) should be pursued. |
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|
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There is a way. The assets of the existing Foundation can be run down |
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by paying the bills. They cannot be transferred. Its not clear what |
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would happen with the registered marks. |
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As the existing Foundation was run down, so a new entity could be |
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‘run up’ elsewhere. |
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|
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This is much the same as would happen if we joined an umbrella |
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organisation and decided to leave again later. |
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|
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> |
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> [b] I have taken the liberty to freely use arguments here which have |
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> originally been posted by, e.g., rich0 or neddyseagoon. Nevertheless, |
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> opinions |
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> expressed here are mine and should not be construed as a Gentoo |
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> Council or |
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> ComRel team statement. |
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|
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Incremental change is usually easiest but its not always the way ahead. |
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|
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|
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> |
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> [c] A developer is a person who has passed the recruitment process and |
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> has a |
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> @gentoo.org e-mail address. This is independent of push access to the |
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> main |
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> Gentoo ebuild repository. |
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> |
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> [1] http://dev.gentoo.org/~dabbott/manifest.html |
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> [2] https://dev.gentoo.org/~prometheanfire/trustee-manifesto.html |
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> [3] https://dev.gentoo.org/~blueness/manifesto-2016.txt |
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> [4] https://dev.gentoo.org/~dilfridge/Manifest-2016.txt |
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> [5] https://archives.gentoo.org/gentoo-project/message/ |
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> 368c35c8337e00d5e22686c782a917b7 |
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> [6] https://dev.gentoo.org/~k_f/Manifest-2016.txt |
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> [7] https://dev.gentoo.org/~rich0/council-manifesto-2016.txt |
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> [8] https://archives.gentoo.org/gentoo-project/message/ |
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> 92961cfdbe56960fa2c78a04662c3547 |
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> |
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|
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Disclaimer: |
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The opinions here are my own and do not represent the opinion of |
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any group I am associated with now or may have been associated with |
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in the past. |
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|
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-- |
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Regards, |
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|
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Roy Bamford |
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(Neddyseagoon) a member of |
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elections |
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gentoo-ops |
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forum-mods |