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Re: [Debconf-team] DebConf governance (Re: About the DC15 entity and authority (was: DebConf 15 Legal Entity)



On Thu, Apr 17, 2014 at 12:00:27PM +0200, Holger Levsen wrote:

> [mostly madduck and aba were discussing some details about german
> association law and power structures...]

> which reminds me of a problem / contradiction we had at DebConf13...: 

> - there is a legal entity, which claims to be responsible to be dealing
> with all the money and expensives and holding the conference...  said
> association.

> - and there is, "a Debian entity", these DPL delegated chairs which
> according to the delegation are responsible how Debian assets are handled.

> These two can contradict each other, up to the point were I felt useless
> as chair as I was told (by a dc13 board member none the less) that the
> dc13 board had the final say anyway.

I think there are several simple operant principles here that, if applied
consistently and kept in mind by all those involved, could greatly ease our
handling of these problems in the future.

 - The Debian name belongs to the Debian Project, and not to anyone else
   (legally, the marks are held by the Debian TOs in various jurisdictions,
   on behalf of Debian).  Using the Debian name, including for fundraising,
   can only be done with the approval of the project and its duly-elected
   officials (i.e., the DPL).

 - A precondition for Debian assets being transferred to an organization
   should be that the organization has a fiduciary duty to spend those funds
   according to the direction of the Debian Project.  This includes
   donations given directly to an organization that's fundraising using
   Debian's name.  Put differently: if someone needs a local non-profit for
   DebConf, this non-profit must conform to the rules for a Debian TO.

 - The consequence is that the board of the TO does *not* have the final say
   on decisions of how to spend Debian's money, because in all transactions
   involving Debian assets they are acting as agents of Debian, answerable
   to its normal decision-making processes.  They *also* have a
   responsibility to make sure the uses are legal and responsible ones
   according to their own charter, but that means they have veto power, not
   autonomy.

I don't know if this concept of DC15 being a fiduciary of Debian is captured
accurately in its setup (bylaws or otherwise), but if it's not, that should
be fixed.

-- 
Steve Langasek                   Give me a lever long enough and a Free OS
Debian Developer                   to set it on, and I can move the world.
Ubuntu Developer                                    http://www.debian.org/
slangasek@ubuntu.com                                     vorlon@debian.org

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