Sunday, April 30, 2006

Foundation thoughts

To the best of my knowledge, we've never voted on the bylaws. In principle it
would suffice to have the trustees vote on it, but I'd really prefer that we
have a general vote on them. We can combine that vote with the vote for
trustees, presumably. That said, we may want to consider revising the bylaws
some. Last year we decided that all active devs who'd been with Gentoo for one
year were eligible to be foundation members, so our list of members is much
larger than that of the Python Software Foundation, which served as the source
for our current bylaws. For example, it seems unlikely that we're going to be
able to attract a quorum of 1/3 of the members and the required annual meeting.
Also, the current rule is that new members must be nominated by an existing
member, a membership application has to be filed by the person wanting to be a
member, and a majority of existing members must vote to approve a new member.
Assuming that last year's system was more in line with what we want, then
perhaps what we really want is a requirement that foundation membership be tied
to Gentoo devship (presumably continuing the must-be-a-dev-for-a-year rule). A
much more minor issue: the bylaws require a corporate seal; do we really need
one? I suspect there are other things we're going to want to change, too.

As far as elections go, it would be good to have new trustees in place before
our fiscal year ends (which is 30 June, I believe). This last year we started
with 13 trustees, and we finish the year having lost at least three, and
several others have contributed rather little during the last year. I'd really
like to see the number of trustees drop dramatically. The major issues for the
upcoming trustees are going to be: (a) moving the corporation to a state that
doesn't require a member to live there, (b) continuing to assert our
intellectual property rights (thanks Swift for all of your work on this area),
(c) move banking away from netbank, (d) make some sort of decision on copyright
transfer, and (e) get some sort of real budget put together, and (f) other
things that escape me right now. Of course, this list is fairly similar to last
year's list, which is not so good, although during the last year we saw a
complete transfer of all IP from Gentoo Technologies, Inc to the Foundation,
seemant, ramereth, klieber, and dmwaters all worked with our legal folks to
address copyright transfer issues, but it's such a complicated problem that we
still lack a definitive solution (I believe), we have a funding process in
place (thanks to spyderous, if I recall correctly), and we even have the Gentoo
name registered (in the US) as a registered trademark. Nonetheless, I really
think the foundation would benefit from having a much smaller number of
trustees, like five, with an expectation that if a trustee becomes inactive a
new trustee takes that person's place in a reasonably short period of time.

I'm sure there's more that I should mention, but that's all that I can think of
right now.

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