Re: [gentoo-project] Formally have Council oversee the Foundation 2.0

[Alec Warner]

On Mon, Jan 16, 2017 at 8:31 AM, William L. Thomson Jr. <wlt-ml@××××××.com>
wrote:

> On Monday, January 16, 2017 10:06:09 AM EST Rich Freeman wrote:
> >
> > > The SPI provides legal assistance, it does not take over all legal
> matters
> > > and also uses the SFLC. Gentoo may still need its own legal
> > > representation. Their legal assistance is also at their discretion,
> > > unlike other services.
> > If we moved to SPI we would dissolve the Foundation.  There would be
> > no "Gentoo" to seek legal representation.
>
> Just because you go to the SPI does not mean Gentoo does not exist. If you
> get
> rid of the Foundation that is another matter. Some legal entity still has
> to
> own that stuff.
>
> > And since they're the ones who have to worry about getting sued, it
> > really shouldn't be a concern that legal assistance is at their
> > discretion.  The onus would actually be on them to ensure that we're
> > not doing things that will get them sued, not the other way around.
> > Obviously we would be good tennents, and Gentoo generally tries to
> > follow the law anyway.  Most of the areas we struggle are areas that
> > would go away under SPI.
>
> You have a misunderstanding of the SPI and you need to contact them to get
> more information. This is NOT how they work at all. They DO NOT provide
> legal
> protection.
>

I agree with William here.

The SPI does not indemnify its associated projects or members. You could
argue that there is no legal entity to sue (and I agree that the Gentoo
Foundation would be gone) but it just means that individuals are more
likely to be sued, rather than SPI (who nominally operate at arms length.)

That being said, I don't think this is a big deal because:

The Gentoo Foundation also does not indemnify its members. It does offer
indemnification to its board and officers (bylaws, article 7 section 12.1).
But the foundation does not currently carry insurance and has limited funds
to fight such suits. A bankrupt foundation cannot indemnify anyone to any
useful degree.

The SPI does provide some services (such as donation intake) and since they
receive all of the donations; they also take on that risk.

Its not clear to me how trademark enforcement works, for example. Its
something I am following up on as part of my SPI review (and FAQ) for the
Gentoo Board (and its members, all the stuff will be public.)

-A


> The SPI does not simply handle any law suits! They are NOT a legal body.
> They
> are financial, accountants, tax attorneys not legal ones. They use the
> SFLC for
> legal purposes.
>
> People seriously need to get more information. I spent considerable time on
> all this as a Trustee, contacting the SPI and SFLC. You all are just
> revising
> things I have already and not listening.
>
> Do not take my word, go talk to the SPI. They have a IRC channel on oftc.
>
> --
> William L. Thomson Jr.
>