On Fri, Jul 21, 2006 at 06:05:38PM -0500, Manoj Srivastava wrote:
Sorry these comments are quite so delayed.
> However, given my track record WRT editorial changes to
> foundation documents, people ought to be examining this draft
> _before_ the vote rather than afterwards :)
On behalf of the project secretary, a dedicated and conscientious
contributor to the project if ever there was one, I'd appreciate it if
you would withdraw that slanderous remark immediately, even in made in
jest. ;)
> ------------------------------------------------------------------------
> 4. The Developers by way of General Resolution or election
> 4.1. Powers
> Together, the Developers may:
> - 6. Together with the Project Leader and SPI, make decisions about
> - property held in trust for purposes related to Debian. (See ?9.1.)
>
> ========================================================================
> 4. The Developers by way of General Resolution or election
> 4.1. Powers
> Together, the Developers may:
> + 6. Together with the Project Leader make decisions about
> + property held in trust for purposes related to Debian. (See
> + ?9.). Such decisions are made by announcement on a
> + electronic mailing list designated by the Project Leader
> + or their Delegate(s), which is accessible to all developers.
> -------------------------------------------------------------------------
Hrm. I don't know if we should do the "announce publicly" requirement
yet -- that would make most of the expenses we've actually done over
the past few years unconstitutional. If someone would like to step up
to the plate as a sort of "Debian auditor" with the job of monitoring
what happens with Debian money and making sure that information is made
available, I'd muchly prefer that to the above requirement personally.
Just generalising the current text/situation might be better:
4. The Developers by way of General Resolution or election
4.1. Powers
Together, the Developers may:
6. Instruct organisations holding property in trust for purposes
related to Debian on how those assets should be used. (See ?9.1.)
Hrm. I don't think the "Together with the Project Leader" is a good
idea in that cause -- if people go to the trouble of a GR, why should
the DPL need to be involved?
> ------------------------------------------------------------------------
> 5. Project Leader
> 5.1. Powers
> The Project Leader may:
> - 10. Together with SPI, make decisions affecting property held in trust
> - for purposes related to Debian. (See ?9.)
Likewise:
5. Project Leader
5.1. Powers
The Project Leader may:
10. Instruct organisations holding property in trust for purposes
related to Debian on how those assets should be used. (See ?9.)
Is "instruct" too strong? The idea is that the DPL should just tell them
what to do in the normal case, but not that those organisations shouldn't
have some sort of oversight -- eg, if there's a problem with charitable
purposes, or if they think there's embezzling going on and want to mail
-private and give developers a chance to revoke the decision by GR before
the money disappears or whatever.
> ========================================================================
> +9. Assets held in trust for Debian
> + Debian is not a legal entity (in any country in the world), and as such
> + cannot own any money or other property. Therefore, property has
> + to be ownedby any of a number of organisations as detailed in
> + ?9.2
I don't think that's accurate -- in Australia, Debian would be considered
an unincorporated non-profit, I'd expect, which is an entirely legal
entity, and one that can own money and property if it wanted. The fact
that we've got a constitution makes a more formally defined entity than
many associations around the place. I'd suggest:
9. Assets held in trust for Debian
In order to minimise potential limits placed on its mission by
government regulations, Debian is not an incorporated or registered
organisation in any jurisdiction, and does not own or possess any
assets in any jurisdiction.
Therefore, money and other assets intended to be used for Debian's
mission must be held in trust by other organisations, as detailed
below.
(...dropping the SPI-specific stuff...)
> + 9.1 Relationship with Associated Organizations
> + 1. Debian Developers do not become agents or employees of
> + organisations holding assets in trust for Debian, or of
> + each other, or of persons in authority in the Debian Project,
> + solely by the virtue of being Debian Developers. A person
> + acting as a Developer does so as an individual, on their own
> + behalf. Such organisations may, of their own accord,
> + establish relationships with individuals who are also Debian
> + developers.
> + 9.2. Authority
> + 1. An organisation holding assets for Debian has no authority
> + regarding Debian's technical or nontechnical decisions, except
> + that no decision by Debian with respect to any property held
> + by the organisation shall require it to act outside its legal
> + authority.
> + An exception to asset-holding organisations not having
> + any authority regarding decisions taken by the Debian project is that
> + that Debian's constitution may occasionally use SPI as a
> + decision body of last resort (see ? 7.2).
How about we just require a GR if the DPL and secretary can't come to
an agreement? Seems much more sensible to me, especially if SPI continues
expanding its membership to include other projects.
> + 2. Debian claims no authority over an organisation that holds
> + assets for Debian other than that over the use of property
> + held in trust for Debian. Debian Developers may be granted
> + authority within such an organisation, subject to the
> + organisation's decision and rules.
Could the second sentence there be left off, and taken for granted? The
idea is that being a DD doesn't exclude someone from taking a position,
right?
> + 9.3. Management of property for purposes related to Debian
>
> + Debian has no authority to hold money or property. Any
> + donations for the Debian Project must be made to any one of a set
> + of organisations designated by the Project leader (or a delegate)
> + to be authorized to handle assets to be used for the Debian
> + Project. Such authorization, or its withdrawal, and annual reports
> + of Debian-related activities by such organisations must be
> + published by announcement on a publicly-readable electronic
> + mailing list designated by the Project Leader or their Delegate(s);
> + any Developer may post there.
Same problem as before -- at the moment, this requirement would mean we
couldn't direct donations to any organisation...
9.3 Trusted organisations
Debian maintains a public List of Trusted Organisations that
accept donations and hold assets in trust for Debian (including
both tangible property and intellectual property) that includes
the commitments those organisations have made as to how those
assets will be handled.
I guess "The ability to edit the List of Trusted Organisations" should
then be one of the powers of the DPL (or their delegates, or the
developers by GR).
I figure that way we can see that SPI have made a commitment to publish
their financials publically and provide receipts for tax purposes,
while some other random organisation has made weaker commitments, and
therefore it's better to donate to SPI; but we don't make it impossible
to donate to Debian if we can't find an organisation that's as on top
of things as we'd like.
> + Organisations holding assets in trust for Debian should
> + undertake reasonable obligations for the handling of such
> + assets.
> +
> + As an example of best practice at the time of writing,
> SPI have made the following undertakings:
> 1. SPI will hold money, trademarks and other tangible and intangible
> property and manage other affairs for purposes related to Debian.
> 2. Such property will be accounted for separately and held in trust
> for those purposes, decided on by Debian and SPI according to this
> section.
> 3. SPI will not dispose of or use property held in trust for Debian
> without approval from Debian, which may be granted by the Project
> Leader or by General Resolution of the Developers.
> 4. SPI will consider using or disposing of property held in trust for
> Debian when asked to do so by the Project Leader.
> 5. SPI will use or dispose of property held in trust for Debian when
> asked to do so by a General Resolution of the Developers, provided
> that this is compatible with SPI's legal authority.
> 6. SPI will notify the Developers by electronic mail to a Debian
> Project mailing list when it uses or disposes of property held in
> trust for Debian.
I'd much rather have the SPI stuff moved out of the constitution.
Thoughts?
Cheers,
aj
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