[Buildbot-devel] Offer of membership to Buildbot into Software Freedom Conservancy, Inc.

[Edmund Wong]

Dustin J. Mitchell wrote:
>
> I'll answer your questions as best I can here, but please post to the
> mailing list with your remaining questions and concerns.
>
>> By joining this Conservancy (I've read the FSA -- for lack of a
>> better word, it's ominous(sp?)), I wonder if the project's identity
>
> What, exactly, do you see in it that's ominous?

What I read in the FSA and my understanding (albeit with
a limited or lack thereof) of it is that the Conservancy
is taking control over the project, with the PLC acting
as 'caretakers' on behalf of the Buildbot project.

>
>> would change?   I realize that the project will now have a 'legal'
>> standing as well as the opportunity to accept donations and all
>> that.  What I'm concerned about (and I've kinda seen it before)
>> is the bureaucratization of a community project.  Kinda like
>> instead of a community project, it'd be a community organization.
>> (politics, etc that also comes with this kinda thing). This is just one of
>> my main concerns.
>
> This is a valid concern that nobody's raised on the mailing list yet.
> Conservancy tries to follow the existing governance structure of the
> project.  Arguably, that would be "Dustin is BDFL", but in the process
> of writing down our formal structure, *I* would like to have a
> slightly more representative form of leadership (the PLC).  That will
> provide a check-and-balance on my decision-making, increase our bus
> factor, and also give the project a larger group of people to do the
> work that needs to be done.

That clarifies my concern.

>> A lot of clarifications need to be added to this.  I don't see/
>> understand why the "ultimate responsibility of the project" lies
>> with the Conservancy.
>
> Bradley can address this better than I can, but it has to do with US
> tax law.  The Conservancy has told the US government that they'll
> behave as a charity, so they have to include a clause in this contract
> that says they're going to make sure we do, too.  Think of it like
> bringing kids on a field trip - while you want the kids to explore and
> learn on their own, ultimately it's your job, not theirs, to make sure
> they get home safely.  Likewise, the people with their name on the
> Conservancy's letterhead are responsible for making sure they obey US
> tax laws.

I understand.  When I first read that, I read "the ultimate control
of the project" lies with the Conservancy.  While responsibility is
not the same, the feeling is similar.

>
>> I'm also 'wary' of assets/donations going to the Project Fund which
>> will be registered under the Conservancy's financial reports as
>> 'their' income.  I don't know accounting prinicipals that well, but
>> that just sounds 'wrong'.  But, IANAA.
>
> Buildbot's not an organization that can accept money, and setting up
> such an organization is terribly difficult and not something I'm
> interested in trying.  As it stands, money given to Buildbot is
> actually given to me personally, which has all sorts of adverse tax
> and liability consequences for me, and would deter most serious donors
> if we were to seek them out.

Right.  So with the Conservancy, this is no longer a problem?

>
>> And another issue I have is the processing of donations/assets by
>> the Conservancy.  There must be transparency in how they deal with
>> these items.  I don't particularly like the "Project Fund/Variance
>> Power" part :
>>
>>    "Conservancy agrees to make a good faith effort to consider
>>     any expressed donor intent in making determinations on the
>>     expenditure of that donor's gift; however, the Parties
>>     acknowledge that expressions of donor intent are not legally
>>     binding on Conservancy."
>>
>> This is just not good.  Why?  What is considered "a good faith
>> effort"?  It reads: "Yes, we'll try to consider donor's intent,
>> but really, we'll make the decision, with or without this
>> donor's intent (*snicker*)"
>
> That's a good question.  You should ask Bradley about it.  I have
> ideas what the answers are, but I'm not sure.
>
> The details of this contract have a lot to do with the minutae of US
> tax law and case history.  There are some strongly-worded sections
> that have to be there for the IRS, and in most cases their force is
> ameliorated by other clauses.  There are other sections that give
> Conservancy broad powers if they need them, but with legally
> significant "only if we have to" clauses that should prevent
> capricious use of those powers.
>
> Fundamentally, SFC has a sterling reputation with a number of
> significant projects under its umbrella.  And while they could
> certainly make life difficult for Buildbot if they wanted to ruin
> their reputation, the Agreement gives us strong legal recourse.  At
> the moment, without any Conservancy involvement, I could do a *lot*
> more harm with absolutely no recourse for the Buildbot community.  I
> trust SFC far more than you or anyone in the Buildbot community should
> trust me.

Well, true; but as a sane person, I don't think you will do any
harm to the project.  As I'm relatively new, I've not heard of
the Conservancy so I'm just a bit skeptical/cynical of anything
that comes in bearing a solution to our 'problems'.  (Claiming
ignorance... but it's still no excuse, I know.)

> Yes, there's no such thing as a free lunch, but 10% is, IMHO, a pretty
> good deal for the quantity and quality of lunch we get here.  Amar,
> among others, has expressed concern over this amount, but has yet to
> point to any other solution that reasonably matches our needs,
> provides the same benefits, and has a lower overhead.

I see.

>
>> Just my $0.02.  I guess I've always been skeptical/cynical
>> and wary about changes to a very much working
>> environment.  I would've rathered Buildbot create its
>> own 'foundation/organization'; but I guess this takes
>> the time and money that the Buildbot project doesn't
>> have.
>
> It's virtually impossible in the US right now, actually.  I talked to
> an organization at PyCon (I've forgotten which) that had been waiting
> for 4 years for the IRS to approve their application, with no sign of
> progress.

I hate red tape.

>> Thanks for your time.  I needed to word out my
>> $0.02, but didn't think it was 'proper' to post
>> it publically.
>
> It is, and you should, and I hope you wlil.  It's poisonous to a
> community to have people holding questions and opinions like this to
> themselves when they should be shared and discussed openly by the
> community (reference the transparency you mentioned above).
>
> Also, you're on the list of signatories, so if you think you may not
> be able to sign the agreement, we need to know ASAP.
>

I was wondering what it means to be in this list of signatories?  What
do I need to do?  What is expected of me?  I know I need to sign
something, right?  But I'm not a US citizen, so I don't have
any legal status in this, or am I mistaken?    No offense or anything.
I just am very cautious in signing things which I don't know the
magnitude of doing so.    Clarifications appreciated.

Edmund