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

[Michał Górny]

Hi, all.

Since this is getting quite exhaustive, here's my point on the proposal
as it is hinted now, and a counter-proposal.

TL;DR:

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.

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.

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.

Long rationale below.


Foundation membership
=====================

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?

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.

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 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.

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


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.

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.

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.


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.

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.

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.

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.

In particular, I see the following potential problems:

1. Some developers will reject nominations to the Board because of
legal implications (either inability to be formally a director, or just
lack of qualities needed for a Trustee) even though they would
otherwise be elected Council members. You can find these developers in
the current Council.

2. The board will have to have members competent in law and/or
accounting. It is possible that those members will lack the skills
necessary for Council, yet they would have the same vote on
Council-relevant matters.

3. In a pathological case, the voting could result in the board having
no members competent in Trustee business (i.e. purely Council-like
board). What will happen then?

I don't think those issues could be solved without splitting the board
further. And once we start splitting it, we get back to where we are
now, so why are we changing anything?


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.

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.

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.

-- 
Best regards,
Michał Górny
<http://dev.gentoo.org/~mgorny/>