Re: [gentoo-project] Social Contract clean-up

[Rich Freeman]

On Tue, Mar 27, 2018 at 11:47 AM, Daniel Robbins <drobbins@××××××.org> wrote:
>
> The basic delineation that people should (start) to use is that the Council
> directly runs the project, and the Trustees oversee issues related to the
> long-term health of the project. The Council is the executive team, and the
> trustees are the board of directors.
>

If that were truly the model then the Council would be responsible for
running the Foundation's operations, including budget/taxes/etc.
Certainly in any business this is a task the board delegates to the
executive.

You obviously understand the intended model here better than anybody
else, but this isn't really the reality on the ground today,
regardless of how we ended up here.

The reality today is that the Council has been running all
non-financial/business aspects of the distro for some time, and the
Trustees have been minding the finance/legal/compliance side of
things.

The problem is that very few members of the Gentoo community are
really interested in operating a non-profit Foundation.  Those who
have should be commended for doing anything at all because they're
unpaid volunteers.  However, the reality is that we haven't been able
to keep up with things.

Normally an executive is accountable to a board, but this is
inappropriate in this case because I suspect a majority of those
casting votes for Council/Trustee members have not been electing
people into the Trustee positions that they wish to exercise oversight
over the Council.  Rather they're just picking the best options they
can from a very limited slate of candidates, and in several recent
years there hasn't even been an election due to a lack of candidates.
At least we're better off than we were a few years ago when we failed
to even fill all the slots.

There is a lack of interest in running for Trustees for a number of reasons:

1.  Most of us are here because we're interested in running a linux
distro, not maintaining budgets and filing taxes.
2.  Because of the general state of neglect historically some have
legal concerns with being associated with the board, since this could
create personal liability.
3.  In general being a member of a board can create legal/compliance
issues with other obligations.  Many who are employed might need
approval from their employers to take on this role.  This is
especially true of those who are likely most qualified to do the work.
4.  The Foundation's resources are pretty limited, which makes it
difficult to pay our way out of these issues.  We can't just go write
a check for $200k to KPMG/etc to get them to fix everything for us.
Obviously we try to be as efficient as possible so $50k goes a long
way towards running our servers/etc, but when you start getting into
professional services this kind of money would basically pay for an
assessment and a few meetings or maybe a small project.

And then this is compounded by our understaffing in general.

So, on one hand we should be grateful for those who do run for
Foundation positions and who are trying to fix the
financial/compliance side of things.  On the other hand many are
concerned because a lot of people with complaints seem to see the
Trustees as a way to basically try to overrule the Council.

There are a couple of potential ways to solve this problem but none of
them are going to work without agreement across the Council/Trustees.
A challenge here is that the Council is largely composed of people who
want nothing to do with running a non-profit, and the Trustees are
largely composed of people who were interested enough in running a
non-profit that they undertook a rather painful job to try to fix
things.  So, as soon as the question comes up as to whether long-term
we even want to run an independent Foundation we end up with
disagreement between the two bodies.

I don't think that anybody involved means ill by any of this.  There
are just differences of opinion and the problem is that due to some of
the legal problems with the Foundation it is hard to drive to some
kind of consolidation of power that might resolve things.  I'd suggest
that devs who want to get rid of the Foundation should run for Trustee
slots so as to create an actual opportunity for the members to have a
choice when they vote, but this requires devs who are mainly
interested in getting rid of the Foundation to basically assume legal
responsibility for running the Foundation that they mainly want to get
rid of.  If the Foundation was sitting on a big bank account so that
this activity could be self-funded that might be more appealing,
because they could just take over, direct the Foundation to hire a
bunch of lawyers to turn things over to the new owners, and then vote
themselves out of a job.

One thing that might help for the long-term would be to try to isolate
the problems.  Rather than continuing to have the Foundation keep
buying new servers/etc, perhaps it would make sense to start a new
funding model in parallel (whether an independent corp, or an umbrella
org, etc), and have all new operations be funded out of that, with
donations being directed to it.  Then the Foundation would be operated
so as to deplete its assets until it owns little more than the
trademark/copyrights, and a mountain of legal issues.  That reduces
the problem to one of rescuing the IP without the need to actually run
the day-to-day.  With no new financial transactions going onto the
books it also makes the problems more finite.  But, I am not a lawyer
so perhaps there is an issue with an approach like this.

I think what matters most is coming up with something sustainable
moving forward.  Fixing the past is painful, but there is little point
in it if we can't even keep up with the present.  Even if everything
were in good standing right now I have no confidence that we have the
processes in place to ensure they remain in good standing, which means
any effort we spend fixing the past is all for nothing.  On the other
hand, if things were fine going forward we could figure out what it
would take to fix the past, and then have a donation drive or
something to deal with it and people would feel more confident in
giving because they know that things are in good hands moving forward.
I don't think we could honestly call for such a thing today.

I think that if you asked around most community members would just
prefer to not have to own servers/IP/etc at all.  If such a thing were
practical it would let us focus on actually running a distro and not a
business empire.

Again, my goal here isn't to slight Trustees, past or present (myself
among them historically).  They're volunteers, and we're getting what
we paid for.

Hopefully this explains why I have concerns with increasing the scope
of the Trustees/Foundation.  IMO in the long term we ought to be
reducing the Foundation to a shell that will ultimately go away, and
increasing its scope is going backwards.  If the Foundation were
actually healthy I might feel differently, but right now I see it as
the biggest source of risk in Gentoo right now.

-- 
Rich