Re: [gentoo-project] Foundation meeting agenda for April 2018

[Rich Freeman]

On Sun, Apr 8, 2018 at 11:29 PM, zlg <zlg@g.o> wrote:
>
> A Trustee can be sued or legally removed from the project if found in
> violation of Bylaws. What consequences does a Council member face beyond
> removal from a mail alias and a few other minor things?
>

The legal liability of Trustees should be viewed as a bug, not a
feature.  The proposals you and Matthew present would extend that bug
more widely, while others have been proposing to reduce it.

We're a volunteer-driven community distro, not a large company.  We
don't have an army of lawyers and accountants that are paid to deal
with ensuring that everything is legally solid.

I suspect most of us work in companies that do have all these
processes, and I doubt most of us want us see that fully replicated
here.  Sure, we generally try to behave professionally, but our goal
here is to maximize the time spent working on the stuff that interests
us, and minimize the time spent on overhead.

If we make more positions in Gentoo legally responsible for their
actions (as volunteers) I think it will just make it that much harder
to recruit competent people into those roles.  For an illustration of
how this already works, look at any Council/Trustee election.
Typically in a Council election we have twice as many candidates as
open positions, despite the fact that we always have 7 open positions.
In a Trustee election we only have 2-3 positions open typically, and
in several years we haven't even had an election as the seats weren't
even contested.  Going back further we had seats going vacant -
anybody who even ran would have gotten in unopposed.

And that was generally the case before we found out the extent of the
legal issues facing the Foundation.

The legal liability for Foundation duties also makes it harder to hire
professional help.  Anybody we might hire to help fix our mess is
going to have to due the job properly because they would be liable
otherwise, and they're going to want to see that the Foundation is a
serious partner to work with.  Their fees will reflect both their
expertise and need to cover insurance/etc (something we haven't been
able to afford for our officers/trustees).

If I could wave a wand and make the Trustees non-liable for the
volunteer work they do I would, but obviously I can't and this is just
the reality of the structure we've chosen for ourselves.

Other distros like Debian and Arch are taking a different approach in
trying to minimize the scope of the legal side by concentrating it
into a more professionally managed cross-org non-profit that has even
less responsibility for the actual distro.  The logic here is to
minimize the scope of the stuff that can get people into trouble.

A lot of smaller projects take it a step further and simply try to
avoid having any money/infra/assets to manage, by using
freely-available hosting.  This might be less practical at our scale -
if one of these services shuts down we'd have to pick up and move a
lot of stuff.

I strongly advocate minimizing the legal side of Gentoo.  It exposes
us to risk, and in general it isn't the sort of thing most of our
volunteers seem interested in dealing with.  For me it has nothing to
do with the competence or intentions of those currently volunteering
in these roles.  I just think that our current metastructure is a
relic of the time it was created in and that better solutions to our
problems exist today.  If certain aspects of the project can be
managed without having to deal with legal liability, then it adds no
value to mix that in.

Finally, I just want to deal with the notion that we need parts of the
distro to be liable in order for there to be accountability,
presumably to our users or volunteers.  None of us are paid to be
here.  If people don't like the job leaders are doing, they should
elect different leaders.  There was a recent proposal to allow for
recalls or the like and I'm completely for that.  However, it makes no
sense at all to expose our volunteers to legal liability as some sort
of accountability system.  There will ALWAYS be people who disagree
with decisions.  If there are 100 who agree and 10 who disagree, the
last thing we need is the 10 going to court and filing lawsuits that
cost thousands of dollars to defend.  That is basically the tail
wagging the dog.

Not even paid distros accept this kind of liability.  If you're a user
of RHEL and don't like what Redhat is doing, good luck getting
anything from them in compensation beyond a refund.  They're obviously
motivated to keep their customers happy, but every company seeks to
minimize its legal liability because the needs of one customer can't
be allowed to dictate the path of an entire corporation and its impact
on every other customer.

Is recruitment not going well enough?  Well, propose a solution, and
go from there.  If Council members didn't have a solution proposed in
their manifestos going into elections, I'm not sure why you're shocked
that they don't have one six months later.  It isn't like they were
paid to sit around all day brainstorming one.  In any case, if you
think that somebody else will make things better, then by all means
vote for them.

-- 
Rich