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On Fri, Mar 30, 2018 at 1:18 AM, Robin H. Johnson <robbat2@g.o> wrote: |
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> On Fri, Mar 30, 2018 at 12:39:41AM +0200, Andreas K. Huettel wrote: |
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>> Am Mittwoch, 28. März 2018, 00:11:30 CEST schrieb Matthias Maier: |
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>> > Hi all, |
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>> > |
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>> > The next council meeting is in about two weeks. This is the time to |
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>> > raise and prepare items that the council should put on the agenda to |
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>> > discuss or vote on. |
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>> |
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>> I would like to put the following proposal on the agenda: |
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>> |
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>> The Gentoo council shall directly contact "Software in the Public Interest |
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>> Inc." (SPI), with the intention of Gentoo becoming a SPI Associated Project, |
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>> independent of the Gentoo Foundation. |
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> |
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> FYI, the Foundation did ask the SPI about joining, but got an answer |
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> that could best be summarized as, "Fix your problems first and then ask |
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> us again". |
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> |
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> In slightly more detail, they felt they did not have the manpower to |
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> take on an existing entity of Gentoo's scale, with it's present issues. |
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> |
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Yeah, it is questionable whether they would even be interested. |
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However, this proposal is actually a bit different from the last. In |
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this case the Gentoo Foundation wouldn't be joining SPI, and the SPI |
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wouldn't be Gentoo's successor in interest. Essentially this would be |
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the creation of a new entity independent of the Foundation, much as |
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the Gentoo e.V. is independent of the Foundation. |
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So, legally the new organization would start out with no assets, no |
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money, no IP, no anything, and most importantly no history. That |
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would actually make it small and uncomplicated. |
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I think it is an interesting concept that the Council/Trustees should |
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consider. It could be a short-term experiment that everybody decides |
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is horrible and gets shut down. Or it could be a long-term model that |
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operates in parallel with the Foundation forever. Or it could |
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eventually replace the Foundation. While I'm not suggesting this |
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there is also nothing stopping us from having more than one |
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arrangement like this. |
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If everybody likes the way this model works, then presumably all new |
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donations would be directed towards it, and all new hardware would be |
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purchased by it. Over time the Foundation would look to spend down |
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most of its money (just hanging on to enough to cover any tax |
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bills/etc) and retire its assets except for the intellectual property. |
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At that point in time the Foundation will be smaller and will not have |
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as many transactions coming in, which reduces the problem to cleaning |
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up the past mess, and all new operations are happening in a separate |
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legal entity which is free from the burden of the past errors. |
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I suspect we would want to clean up all the compliance issues with the |
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Foundation before we consider transferring any assets from the |
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Foundation to any other entity, because I suspect that not doing so |
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would either be illegal or would expose the new entity to those |
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liabilities. Ideally we'd want to try to have a firewall in-between. |
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Long-term it might even be desirable to maintain the Foundation as a |
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holding company for our copyright/trademarks. If it didn't have |
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financial transactions (other than the once per decade renewals/etc) |
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then managing it and filing taxes/etc would be MUCH simpler. The |
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day-to-day churn would stay under an umbrella which could manage the |
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compliance burden this churn would create. The only gotcha would be |
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if there was a need to enforce those copyright/trademarks, and that |
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would need to be something we very carefully considered, because that |
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would probably create a ton of churn. If we just held them |
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defensively then all it would take is the periodic paperwork with the |
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USPTO. |
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I'm sure there are many other ways something like this could work. |
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What was written above was just meant to be illustrative, and to |
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suggest that we have more options than we might be considering. Since |
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we're not a profit-making corp that needs to ensure that every dollar |
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ends up getting channeled upwards to our shareholders we probably have |
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some freedom in having less traditional arrangements. To some extent |
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with the e.V. we already have this - legally there is no relationship |
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between the two organizations, and yet they have coexisted without |
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conflict for a decade. To be fair though if somebody did want to |
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abuse our trademarks and we actually wanted to enforce them the split |
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approach might make this more difficult, because we then have the |
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burden of showing that the entity that is enforcing the IP actually |
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owns it in that jurisdiction. If the e.V. sued over abuse of the |
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trademark in Europe, the defendant might argue that the Foundation |
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owns it. If the Foundation sued the same entity they might argue that |
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the e.V. owns it (they don't really care - it is just a defense |
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argument we open ourselves up to). Again, this is probably less of an |
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issue if our intent is only to use them defensively. |
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-- |
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Rich |
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