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

[Matthew Thode]

On 01/11/2017 08:46 AM, Michał Górny wrote:
> 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.
>

How is it discriminating?  As you said below, another option is to have
the unified voting pool but vote for two bodies.  However, in order to
avoid repeating splitting the vote I think that opting out of voting for
one should opt you out of voting for all.

> 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.
>

I think this has been more or less agreed upon.

> 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.
>

I mostly agree, but more in the way that Trustees should oversee the
distro as a whole, but delegate technical matters to the Council, who
are better equipped to deal with them.  Non-technical matters would boil
up to the Trustees.

> 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
>

Ya, I think it's legally safe for foreigners to be members of the
foundation.  So please, join.

>
> 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.
>

As I said above, I think this has been mostly settled.  But I do think
that opting out voting for one should opt you out of voting for all.  So
as to not split the pool again.

>
> 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?
>

This isn't combining their functions into one body, I'll go into it more
in the next updated proposal, but the technical leadership role of
council would still be handled by a group operating under the 'board'.
Having that the parent group (board) and the child group (council)
elected by the same body is fine.

There is the issue of members of the board overruling on technical
matters, but as mentioned elsewhere in the threads that can already
happen, and should be restricted by mandate to only happen in cases
where technical maters impact areas the board would rule over (comrel pr
infra)

>
> 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.
>


-- 
Matthew Thode (prometheanfire)