[21:59:19] .startmeeting [21:59:24] WilliamH: https://paste.pound-python.org/show/sqiz7RRQ7obBtLzMXm3c/ [21:59:47] prometheanfire: no bot [21:59:58] I know, it's fine, never asked for it :P [22:00:33] I do have the agenda, but only because I use a graphical IRC client :P [22:00:54] -*- klondike taunts K_F [22:00:54] so, first thing I think would be useful is to go over the roles the foundation and council have [22:00:59] and how they'd be useful [22:01:12] klondike: learn to use a tabbed terminal :P [22:01:21] Don't we do a roll call? [22:01:31] Yes, first is the roll call [22:01:34] sure [22:01:38] count off [22:01:41] o/ [22:01:42] -*- dilfridge here [22:01:43] Okay rollcall [22:01:45] -*- ulm here [22:01:46] -*- K_F here [22:01:47] Here! [22:01:49] here o/ [22:01:51] -*- mgorny here [22:01:51] Here [22:01:53] here [22:02:05] -*- WilliamH here [22:02:16] alicef NeddySeagoon ? [22:02:29] alicef is hopefully asleep in tokyo :P [22:02:55] we can move on though [22:03:21] prometheanfire: if you want willikins for bug resolving, i can bring him in here [22:03:34] so, after I emailed the agenda, I got a response from William [22:03:35] So meeting starts with: dilfridge ulm K_F klondike dabbott mgorny kensington robbat2 WilliamH [22:03:36] robbat2: sure [22:03:41] doesn't hurt at least [22:04:22] prometheanfire: usually now we go for choice of chair :P [22:04:38] I nominate prometheanfire for chair :) [22:04:46] seconded [22:04:49] wfm, I assumed it was me since I organized it [22:04:59] wfm [22:05:04] wfm [22:05:06] wfm [22:05:32] so, going over the reason for the split between council/trustees [22:05:39] wanna use the agenda? [22:05:39] 1. preventing conflict of intrest [22:05:58] 2. Prevent splitting ones time/resources/focus [22:06:07] yeah, let's follow the agenda? [22:06:11] which agenda item are we on? [22:06:29] - Purpose of the Foundation Council split [22:06:38] - Why we're preventing each from serving on in the other [22:07:07] taking it out of order works for me, but we should state the agenda items for each discussion [22:07:15] prometheanfire: start at the begining of the agenda please [22:07:29] ok, wasn't going for this being so formal, but ok [22:07:46] Agenda: [22:07:46] Council: [22:07:46] - Copyright Policy [22:07:55] bug 642072 [22:07:57] prometheanfire: https://bugs.gentoo.org/642072 "Joint venture to deal with copyright issues"; Gentoo Council, unspecified; CONF; mgorny:council [22:08:59] the foundation has been evaluating if a change is needed and if so what that change should be [22:09:28] change being that some DCO / FLA / whatever is introduced [22:09:34] ? [22:09:47] alicef started this before joining the trustees https://wiki.gentoo.org/wiki/User:Aliceinwire/CopyrightPolicy [22:10:22] which is based on earlier work by rich0 IIUC [22:10:23] dabbott: not been decided at all, but those are the best options thus far [22:10:27] ulm: yep [22:11:01] a number people have been throwing ideas but afaik nobody has done anything since, correct? [22:11:10] I think what should be done first is stating why it needs to change in the first place [22:11:28] mgorny: yes, it's been low priority, recent distractions didn't help [22:11:43] sure, making it possible to legally contribute ebuilds to gentoo is low priority [22:11:54] mgorny: don't get snippy [22:11:58] peace [22:12:08] anyway [22:12:09] insulting council members is more important task [22:12:20] mgorny: knock it off [22:12:25] mgorny: if that's a reason then yes, it should be much higher of a priority [22:12:27] stop it, it's offtopic now [22:12:55] anyway, [22:13:32] since the purpose of the foundation is to deal with legal issues and (material and intellectual) property of gentoo, that's one the most central things to it [22:13:52] is the 'current' policy documented somewhere? [22:14:19] when i've cleaned up proxy-maint, i had to write things from scratch because we couldn't find it [22:14:25] does anyone have a prefered solution here? [22:14:51] alicef's page seems to be the most comprehensive page [22:15:04] well, I think we have settled that copyright *assignment* just doesnt work for everyone [22:15:23] there are several open questions around the DCO/FLA [22:15:35] many developers don't want to sign anything [22:15:41] Can someone get those answered? [22:15:44] I'd say the bug is more full description , but in the end the results are the same, there are several legal questions that needs backing on [22:16:04] fwik alice's page was work-in-progress [22:16:08] ok, the word several has been used a few times here [22:16:10] starting with simple things like verification of real names of developers, to legal consent and copyright assignment [22:16:19] enumerate please, in the bug [22:16:24] that said, i would scratch the part on licenses used by gentoo projects, and focus on the basics [22:16:30] mgorny: looking at the page history, more work-without-progress [22:16:55] dilfridge: the most recent work has been in reviewing the FLA [22:17:04] ok [22:17:27] here's a general question, what do we gain by this? [22:17:29] see https://fsfe.org/activities/ftf/fla.en.html [22:17:41] dilfridge: the ability to recieve ebuilds from users :P [22:17:57] ok, that's a good point [22:18:09] not only users, since there is no employment contract the same can be said for developerps [22:18:15] true [22:18:18] i know a number of people had ideas but we can't do anything on random comments [22:18:18] we need a single person to sum it up and present [22:18:22] mgorny: to answer your query about "current policy", there is extremely little existing _agreed_ policy. there were many proposals, but even the old almost non-existant assignment request were done by the first trustees or even earlier (gentoo technologies inc) [22:18:23] by user I meant anyone [22:18:47] assignment or signing of a DCO is a gain when copyright would ever have to be defended [22:19:14] as a small point, any list of applications on projects allowed other licenses should be a schedule, to make easier to read and update in further contextes, e.g a registry approved by trustees and not part of the FLA/DCO itself [22:19:24] but it's not clear to me if copyright could be enforced for a single ebuild [22:19:44] to see if this stays on time for the rest of the meeting, action items here so far [22:19:45] ulm: presumably would depend on complexity [22:19:54] we had people who explicitly rejected contributing to gentoo if their name does not appear in copyright line of ebuild [22:19:57] ulm: tbh I find the FSF assignment policy a tad scary... [22:20:01] council/ulm: please put all the questions you referred to onto the bug [22:20:09] yes, we need to move on [22:20:21] i have to go at 22:00 UTC [22:20:22] before we move on [22:20:23] - Financial status of the foundation [22:20:28] robbat2: ? [22:20:31] could we choose a single person to take care of this with a deadline? [22:20:38] one person on each side [22:20:44] mgorny: define 'take care of this'? [22:20:46] i nominate ulm & alicef [22:20:52] wfm [22:20:53] robbat2: wfm [22:20:56] wfm [22:20:57] ++ ulm & alicef [22:20:58] prometheanfire: present a working proposal [22:21:00] wfm [22:21:03] mgorny: k [22:21:08] for next meeting [22:21:10] the only problem I see is timezones [22:21:23] physicists don't sleep at night :D [22:21:24] but they should be able to work it out [22:21:29] thanks ulm [22:21:34] yep, thanks [22:21:39] yeah, we'll somehow manage [22:21:41] next topic [22:21:55] robbat2: irs / financial status of the foundation? [22:22:12] so there are two seperate parts here [22:22:27] one is the actual finances of the foundation [22:22:40] the other, is the taxation status [22:22:50] and state of foundation as an entity re taxes [22:23:09] they are very often conflated by people, and that needs to stop [22:23:31] on the actual finances, we have full access to all of our bank accounts, and paypal account [22:23:49] well... the main reason for the conflating was that rumor of outstanding taxes far beyond liquidity (which floated around some months ago) [22:24:09] dilfridge: never heard it... [22:24:23] that isn't correct dilfrige [22:24:23] good [22:24:33] the taxes do NOT outstrip liquidity [22:25:05] cause that went around on irc like a wildfire back then [22:25:06] we have more than $120K USD cash on hand [22:25:29] robbat2: i don't think we really need to know the numbers [22:25:33] i'd love it in a slightly less liquid investment, to get a better return on money [22:25:34] the item was more about IRS filings etc. [22:25:37] dilfridge: what channel if you don't mind me asking [22:25:49] I dont remember anymore, that was some time ago [22:26:13] they are connected... [22:26:22] only relevant thing I can think of is the gentoo miniconf in prague [22:26:26] the earlier trustees did very little bookkeeping [22:26:31] which I noted in my miniconf talk [22:26:52] i have almost all of the books resolved, there are just time-hard problems left in them [22:27:00] like double-checking all of the forex transactions [22:27:10] and correctly handling depreciation per IRS rules [22:27:15] in case anyone hasn't seen the presentation, a copy is at https://download.sumptuouscapital.com/gentoo/2016-miniconf-prague/Gentoo%20Foundation%2C%20background%20and%20status%20report%20%20Robin%20Johnson-S3bmXVbxMgE.mp4 / https://download.sumptuouscapital.com/gentoo/2016-miniconf-prague/Gentoo%20Foundation%20Status.pdf [22:27:34] robbat2: those deprication rules just changed too [22:27:36] there is a small spot of missing data there: value of non-cash donations in the history of the foundation [22:27:39] prometheanfire: again?? [22:27:43] (sigh) [22:27:59] anyway, once the books are completed [22:28:19] we have a US CPA who has been helping verify them one last time [22:28:28] robbat2: ETA? [22:28:30] and specifically convert the financial data therein to generate the IRS forms [22:29:09] mgorny: I have no ETA to give, because I don't have big enough blocks of time for it [22:30:10] the early trustees did only the very first step of becoming a non-profit: getting a EIN (employer identication numer), and NEVER followed any further IRS filings [22:30:12] robbat2: just a rough? months, years? [22:30:26] i hope before the end of this tax year [22:30:31] (july) [22:31:08] the CPA basically has us filing the stuff for many years back to [22:31:32] on paper it was 6-7 years (depending on date); but the IRS has the right to request all them back to our inception [22:31:49] so do we have any idea what order of magnitude of back taxes to expect? [22:31:54] applying with all the of the stuff in order, and a letter saying, "sorry, the early part was a screwup" [22:32:07] that very much depends on what status we get [22:32:15] ok [22:32:39] well, that's all i wanted to know [22:32:47] for my part, we can move on now [22:32:52] robbat2: thanks a lot for your work there [22:32:52] robbat2: what if we presume no change in status? [22:33:07] i spoke about back-taxes in the talk, but would like to avoid too much speculation [22:33:17] i.e expect a break in continuation starting now for a non-profit, but taxing based on current status until that is approved [22:33:34] the CPA has suggested that 20% of gross income over the outstanding history would not be unreasonable [22:33:40] but that is not an IRS ruling in any way [22:33:46] the IRS has a huge leeway [22:33:57] dilfridge: ++ [22:33:57] presuming no pentalties, or including? [22:33:57] it's not the taxes that are the concern, but the penalties [22:34:13] most years we did not make enough for even the bottom bracket of taxes [22:34:33] 20% of gross would be total [22:34:36] if we go to them before they come to us is what we want for sure [22:35:20] robbat2: do you have anything else or can we move on? [22:35:29] trustees have a meeting in 23 minutes [22:36:00] 20% of gross would be around $40k USD [22:36:09] Trustees can be in two places at the same time :P [22:36:11] up to the end of last tax year [22:36:13] that's survivable [22:36:26] dilfridge: easilly [22:36:31] that's everything I have, unless there are specific questions [22:36:41] robbat2: thanks for your work cleaning up [22:36:49] robbat2: thanks [22:36:54] there was the funding for travel/meetings item which is connected to this [22:37:00] robbat2: thanks mate! [22:37:14] yes, this has been a multiyear effort, thanks robbat2 [22:37:16] robbat2: ++ [22:37:27] right, forgot about that... but that's not important/urgent, just a "nice to have" [22:37:54] if we were fully a 501c6, there is a provision that says members of the foundation cannot benefit [22:38:30] I'm not worried about that text, just needs to be an established broader policy for donations written properly [22:38:31] at the point that the IRS paperwork IS in order, other foundations have shown me there ARE ways to hand reimbursements for such things [22:38:41] s/donations/funding of travel cost/ [22:39:01] sounds good [22:39:07] and how the foundation could employ members to ensure it's running [22:39:09] K_F: mind making a bug for that (assigned to the trustees)? [22:39:32] not really sure if we need a bug, but sure can do that [22:39:43] K_F: just don't want to loose track of it [22:39:50] K_F: bugs are good to track things. :-) [22:39:52] the 'cash sponsor' policy is going to have to go; i started a very rough draft of a new sponsorship/donation policy before [22:40:13] robbat2: similiar to freebsd's policy iirc [22:40:34] yes, that helped [22:40:59] I think we've covered travel funding as far as we need to (waiting on irs stablility) [22:41:02] moving on [22:41:15] - Purpose of the Foundation Council split [22:41:18] self-funding waiting on that, unless it's being externally reimbursed [22:41:23] yes, moved on [22:41:43] there's two things here [22:41:50] one is the separation of purpose [22:41:53] conflicts of intrest and division of responsibility to prevent overwork, but I wasn't around then [22:42:02] the other is why council members can't serve as trustees [22:42:16] dilfridge: sure, which specifically did you have questions about? [22:43:01] well, the way I learnt it, wrote it down in the quizzes and the way it was handled for years, the separation of purpose and responsibilities is pretty clear [22:43:14] my own question was more about point two here [22:43:15] the question is why there can be no overlap between the two [22:43:18] agreed [22:43:26] I was not around when the bylaws were put together [22:43:36] ulm: No individual shall serve as a Gentoo Foundation Trustee and Gentoo Council Member concurrently [22:43:47] ulm: https://wiki.gentoo.org/wiki/Foundation:Bylaws#Section_5.2._Qualification [22:43:53] prometheanfire: yes, why is that there? [22:44:05] NeddySeagoon: do you remember? [22:44:07] Im pretty sure NeddySeagoon put that in but don't know why [22:44:14] we could change the bylaws to allow serving on both, but I wasn't around then either [22:44:17] Separation of powers [22:44:19] I don't see a good reason, given that both bodies are elected [22:44:31] two different electorates maybe? [22:44:45] but largely overlapping [22:44:47] i think the separation is good for mutual overwatch [22:44:51] Basically you want one of the bodies to stop the other one if it goes out of control xD [22:45:07] which doesnt work because it just ends up with infighting [22:45:24] Because we suck at conflict handling :P [22:45:27] infighting sounds like a misunderstanding in problem 1. [22:45:27] ulm: I did get an email from William L. Thomson Jr. going over the split reasons (since he was around then) [22:45:28] at one point they were tring to incress foundation membership by accepting non devs but that needs to change imo [22:45:55] if separation of roles is clear, then there is no reason for infighting [22:45:56] there could be a milder variant of the rule, like a max number of members serving in both bodies [22:46:31] ulm: I'd be open to it, I just want to avoid the possible abuse it could bring (examples are in the email) [22:46:33] that would make sense [22:46:42] do you want me to forward that to council/trustees? [22:46:51] -*- WilliamH would like to see it [22:47:08] sure (sometimes you find a gem in a haystack) [22:47:25] or we could each nominate a liaison participating in the other body's meetings, and reporting to the other [22:47:28] -*- dilfridge refrains from more colorful comparisons [22:47:34] I think cross serving could not ever result in one body having a majority in both, this would need those serving to call out their 'primary office' though [22:47:48] prometheanfire: yeah, do that when you have a minute (presuming you don't have it handy) [22:47:51] dilfridge: that's why I asked [22:47:57] :) [22:48:00] please do [22:48:20] forwarded [22:48:22] -*- WilliamH thinks the laiason idea might be a good one [22:48:42] liaison * [22:48:43] the liaison need not be an elected member either [22:49:14] can we move this to the next one? we are already going to go over on time [22:49:21] sure, move on [22:49:29] - Legal protection for the foundation [22:49:38] this one was mine on the foundation side [22:50:01] when I first was elected I started the process of getting a quote for D&O insurance [22:50:23] prometheanfire: what's D&O? [22:50:28] the threat of idella suing was the main catalyst iirc [22:50:33] foundation or trustees specifically? [22:50:34] directors and officers [22:51:14] mgorny: trustees, those who server at the pleasure of the foundation [22:51:35] we recieved the quote but it was simply too high, something like 1k a month [22:51:44] augh! [22:52:15] we also recieved a quote for more general insurance for the foundation but it was about the same cost [22:52:42] so, the summary of legal protection is that we've looked into it, but it was too expensive [22:52:49] prometheanfire: that's in total, or per person? [22:53:01] total, per month was 1-2k USD [22:53:24] actually [22:53:43] I had a slightly more specific question, but i'm not sure how relevant it still is [22:53:57] sure, don't ask to ask :P [22:53:57] let me bring a brief example from over here [22:54:31] when in a german nonprofit (I#m trying to translate the terms) a new board of directors is elected, [22:54:58] the first thing they usually do is have a vote whether the previous board is "released" [22:55:10] dilfridge: that's the "Vorstand" of an "e.V."? [22:55:13] which basically means "they did their job well, we take over the resposibility" [22:55:15] yeah [22:55:18] Oh same here, in sweden [22:55:38] the US system has only implicit acceptane [22:55:41] *acceptance [22:55:46] there's no similiar concept here [22:55:48] if they don't, the previous board still has to sort out the mess (which can also be per person, i.e. only the treasurer) [22:55:49] as robbat2 says [22:56:01] if you're willing to run as a trustee, you're taking on any prior liability issues they might have [22:56:09] ok then this simply doesnt apply [22:56:22] (i have to go in 3 mins) [22:56:32] dilfridge: It was to avoid council putting forward fundng request then voting the funding as they could be the same people. There are 5 trustees and 7 councillors, so if everyone reclused themselves, it would be impossible to fund council requests. Then ther was the bus factor. [22:57:04] In practice, there have been no council fundung requests [22:57:30] NeddySeagoon: thanks for the clarification [22:57:36] Council members can be officicers and do all the work. [22:58:08] ya, that wasn't brought up, anyone can be an officer, doesn't even need to be a member of the foundation [22:58:13] dilfridge: moving on? [22:58:17] for the foundation. They just can't have a vote, so it makes lille practical difference. [22:58:21] moving on [22:58:24] - Criteria for accepting members to the foundation [22:58:31] who's was that? [22:58:43] probably mine too [22:58:55] k [22:58:56] https://wiki.gentoo.org/wiki/Foundation:Bylaws#Section_4.3._Admission_of_Members [22:59:05] that's the bylaw covering admission of members [22:59:21] yeah well, I know that by heart now [22:59:24] lol [22:59:33] what's the purpose of admitting non-developer members to the foundation? [23:00:03] I'd say the main purpose is to encourage non-developers to contribute to gentoo [23:00:12] Not everyone who makes contributions is a dev [23:00:19] how does being a foundation member factor to contributing to gentoo? [23:00:19] that bylaw was in place before the non-commit developer was in place iirc [23:00:54] what i mean, i really don't see a purpose in gentoo foundation having members at all [23:01:00] prometheanfire: no there has always been the 2 [23:01:02] (excluding some legal requirements) [23:01:18] you get to be a member by contributing (helping others with gentoo related issues is a way that can work) [23:01:24] dabbott: oh, TIL [23:02:03] prometheanfire: but what benefit does that give to you, specifically? having your name on the member list? voting for trustees? [23:02:11] basically it places a 'contribution gate' in front of having a vote in the elections and thus having a say in the running of the foundation [23:02:57] There is no legal requirement to have members. Members in a a NPO are lijke stockholders in a for profitp [23:03:08] oh [23:03:20] The members hold the board to account. Or can if they wish [23:03:21] so they get their share of no profit? ;-) [23:03:33] mgorny: in this case, yes :P [23:04:04] if our articles of incorporation had specified not having members, then we could indeed have a different structure [23:04:07] mgorny: dilfridge, that answer your questions about that? [23:04:16] but to change to not having members would be a change of both bylaws AND articles [23:04:24] robbat2: good point [23:04:36] well, yes, I'd just suggest coming up with some better specification of what "contribution" means [23:04:57] I mean, not mailing list discussions and asking questions on irc alone? [23:04:59] dilfridge: open to talking about it during our meeting's open floor :P [23:05:16] one of the original sugestions back when it was discussed was documentation translators & forum moderators/admins [23:05:28] but I'd say that it'd have to have some significance [23:05:30] gentoo used to have a LOT of good translated docs [23:05:35] but the translators weren't devs [23:05:41] mods are treated as developers [23:05:56] <= Netsplit zwischen *.net und *.split. Getrennte Nutzer: willikins [23:06:02] now they are treated as devs [23:06:04] we still have some "translators" who nobody has ever seen on the dev list [23:06:18] but way back they weren't treated as devs [23:06:25] hmm ok [23:06:27] translators could be treated as non-ebuild devs too [23:06:36] yep [23:06:38] no good reason to refuse them that [23:06:39] could be is not 'are' [23:06:40] this bylaws was written before we had non-ebuild-dev [23:06:44] I recall having to be voted by the Foundation Board to become a member [23:06:59] robbat2: iirc we had staffers even then? [23:07:10] klondike: yep, the board is the gate [23:07:21] dilfridge: undertakers need better ways to check non-ebuild devs for activity [23:07:28] dilfridge: (but that's another topic) [23:07:30] yeah [23:07:57] K_F: we have had staffers since I got my @g.o at least [23:08:23] ok, moving on due to time, if you have suggestions for a more solid list of requirements to become a non-dev member we'd be open to hearing them [23:08:39] next topic [23:08:39] -*- K_F would simply scrap non-dev members [23:08:47] robbat2: I've always been a non-ebuild dev [23:08:51] me too, I just took the first quiz not the ebuild quiz but had a memtor and recruter [23:08:54] -*- NeddySeagoon was a staffer in 2006 [23:09:13] K_F: the problem there is that it puts the council / comrel as the master of the foundaion [23:09:16] I think we only have one now [23:09:37] is that a problem? :) [23:09:39] we already can be force retired and then not be able to run for election [23:10:09] dilfridge: yes, keep in mind the foundaion is a legal entity, which should be in control of itself [23:10:21] prometheanfire: and infra can take all gentoo boxes and make a lot of trouble... [23:10:40] the point is, people have power and people are expected not to abuse it [23:10:43] there's no other way [23:11:08] mgorny: I think having safeguards against abuse is a good idea [23:11:18] but that's just like, my opinion, man [23:11:21] next topic [23:11:22] - Funding for travel and meetups [23:11:28] robbat2: already went over this [23:11:35] issue is, only safeguard council (or devs) have of rogue trustees are lawsuits [23:11:47] granted that isn't different from any shareholder position [23:11:52] mgorny: I expect people to abuse power... [23:11:56] but also why it is rather common practiec [23:12:04] K_F: agreed, it's not perfect [23:12:13] We call it least privilege :P [23:12:15] moving on to the trustees items now [23:12:17] K_F: There are several recourses before lawsuits. [23:12:22] NeddySeagoon: not really [23:12:22] klondike: that's why don't put single people at the top and have a structure to guard against it [23:12:37] NeddySeagoon: or rather, not legally [23:12:55] I'm going to join thw two items into one as they are related [23:12:59] => Netsplit zwischen *.net und *.split ist vorbei. Hinzugekommene Nutzer: NeddySeagoon [23:13:05] NeddySeagoon: you have several non-legal matters to protect devs being retired as well [23:13:08] K_F: when dealing with a legal entity you only have legal recourse [23:13:12] NeddySeagoon: since that was the original concern [23:13:24] anyway, moving on [23:13:24] prometheanfire: right [23:13:45] - CoC enforcement [23:13:48] K_F: Memebers can act as a group and force the decision on the trustees. Given more time they can vote the trustees out. [23:13:58] ok so [23:14:02] prometheanfire: what enforcement? [23:14:06] NeddySeagoon: given the number of trustees, most of which not active, that won't get quorum [23:14:13] number of members* [23:14:20] prometheanfire: actually your agenda structure is right [23:14:24]