Re: [gentoo-project] Formally have Foundation oversee top level projects 1.1

[Michał Górny]

On Wed, 11 Jan 2017 13:08:17 -0600
Matthew Thode <prometheanfire@g.o> wrote:

> This proposal sets out a plan to revert to the normal corporate
> structure that Gentoo enjoyed before the Foundation and Council were
> created.

Err, before the Foundation?

> Right now this is a general plan for discussion, if we wish to go this
> way details need to be hammered out.
>
> Issues with the status quo:
>
> Foundation/Trustees exist to take away the burden of running Gentoo
> financially, infrastructure and legally.  There is some crossover with
> projects run under the Council though.  PR, Recruitment, Comrel and
> Infrastructure exist under the Council, not Foundation.

And why is that a problem? I don't see a specific reason for Foundation
to get directly involved where Council's doing a good job.

> Each of those have implications for Legal reasons (mainly due to how
> their  actions may expose Gentoo to legal conflict) and monetary reasons
> (Infrastructure particularly).

As can an action of every individual developer.

> Possible Solution:
>
>     Voting body:
>
> In order to solve this Gentoo needs to have a combined electorate,
> meaning those that would vote for Council would also vote for Trustees
> and visa-versa.  This would ensure that everyone’s needs are represented.
>
> The combined voting body would be able to opt out of voting, however,
> opting out of voting means opting out of voting globally.  The reasoning
> behind this is so that you can’t opt out of voting for one body but not
> the other, as doing so would cause a split in the voting pool.

This doesn't answer the most important question of all: who the voting
body will be? I doubt people care about being able to opt-out of
voting. They do care, however, for being unable to vote for some
legal or otherwise external reasons.

> Bodies being voted for:
>
> We should have a single overarching governing body, let’s call it ‘The
> Board’.  This is so that conflicts between Council and Trustees (as they
> exist now) would have a straightforward resolution.
>
> This new ‘Board’ would be able to use the existing project metastructure
> to delegate roles to various groups (Comrel, Infra, etc would still
> exist, but under this new Board).  Technical leadership would continue
> as a sub-project of this board.
>
> Sub-projects of the board can be voted for by the same electorate that
> votes for the board.  This does not need to be the case for all
> sub-projects.
>
> It may look something like this:
>
> Some of the subprojects are for example and may not reflect reality or
> be complete, however, the top-level sub-projects should be as is:
>
>
>
>         |--Council--(various projects)
>         |
>         |          |--Recruiting
> Board --+--Comrel--|
>         |          |--Something else
>         |
>         |--PR
>         |         |--Releng (if recognized)
>         |--Infra--|
>                   |--Portage (possibly)
>
> Other:
>
> The Board’s responsibilities should be limited to running to Gentoo as a
> global project.  This means they’d effectively be trustees.  Technical
> matters should be limited to the council and its associated
> sub-projects.  HR type issues should change from appealing up through
> the Council (as it is a technical body) to appealing through to the
> Board.  PR and Infra would be directly managed under the Board.
>
> This draft of the proposal has nothing to say about the detail of the
> formation of the ‘Board’, how many members it would have, nor how they
> will be selected.

So, this whole thing looks really bad to me. It looks to be based on
some (accidental or intentional) misunderstanding what Council is,
combined with some degree of conflict of roles in Board (Trustees).

As I said previously, the defining attributes of Trustees would be
knowledge of the law and related affairs. Why does that suddenly imply
that Trustees are required to be capable of handling project
leadership?

Why do you insist on giving additional power to people who have
already have a well-defined purpose? Why are you forcing us to be lead
by people who offer to do legal stuff, instead of the people we trust
to lead Gentoo?

Furthermore, you seem (as many other Foundation power proponents
before) to completely miss QA in the picture. For some reason, you all
believe Council to be some dumb technical body (which QA is, actually).
Post the change, Council and QA would probably be redundant.


Therefore, I'd like to propose an another model, which is pretty much
what we have now, possibly with some clarifications.

For fans of fancy diagrams:

            Board/Trustees (Foundation)
                    |
                 Council
                    |
           all other projects in Gentoo


As I see it, it's a pretty straightforward and clean structure. We have
two organizational bodies: Council and Board/Trustees (I don't really
see a reason to rename it).

The duty of the Board/Trustees is to handle legal affairs. It is also
on the top of organizational structure with the power to override any
decision *if it goes against the law / CoC / etc.* In other words, it
has the highest power but must use it responsibly, and does not need to
be normally engaged in Gentoo affairs.

The duty of the Council is to handle all affairs within Gentoo. All
projects are below Council, and Council is the final 'normal' appeal
for all decisions. Unlike some beliefs, its role is not limited to
technical matters.

This provides a good split of responsibilities for a non-profit. On one
hand, we have a 'compliance board' (== Board/Trustees) that handles
the legal affairs but doesn't get in the way of the distribution unless
it is absolutely necessary, and we have an 'executive board' (==
Council) that handles the distribution.

Obviously, this also meets the necessity of different qualities. Board
members/Trustees need to be fluent in the laws and/or finances. Council
members need social skills mostly, and possibly some technical skills
to be able to interact with the community. We no longer give extra
power to someone just because nobody else wants to do the legal work.

I don't see why would anybody claim this not to be a normal or
beneficial structure. It is definitely more clear than what you're
proposing, and definitely less likely for conflicts of interest. It
provides a consistent decision appeal possibility, with a dedicated
body to handle appeals regarding CoC/law.

-- 
Best regards,
Michał Górny
<http://dev.gentoo.org/~mgorny/>