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Re: Debian and Trusted Associations, again

On 16/07/12 11:37, Stefano Zacchiroli wrote:
> Hi everybody, I did not read the entire thread and it's not entirely
> clear if you are seeking specific input of mine (if this is the case,
> please say so). So let me just clarify a couple of points that might be
> useful to your discussion.

There are two main reasons for the thread:

short term: debian.ch decided to have the articles of incorporation
translated into English, without any immediate change to what is
actually in these rules

long term: some people feel there is some ambiguity around some of the
rules (e.g. the separate classes of assets, if necessary) - the
translation effort won't fix this.

This thread is in the `long term' category, there is another thread
solely addressing translation issues

>From my own perspective, it is good to gather as much feedback as
possible - whether anything needs to change is not clear to me at this
stage, although I do have some small concerns and suggestions.

> On Fri, Jul 13, 2012 at 12:38:15AM +0200, Luca Capello wrote:
>>> In particular, "on behalf of" gives the suggestion that it is holding
>>> assets for a third party
>>              ^^^^^^^^^^^^^
>> FTR, there is no *legal* third party given that AFAIK Debian as an
>> official association does not exist.
> Correct. Or, to be more precise, under *many jurisdictions* Debian as a
> project has no juridical existence, even though some jurisdictions
> around the world might acknowledge it.
Can you refer me to any background information on why Debian has chosen
to operate this way?  I don't want to argue whether it is good or bad at
this stage, but I would like to understand it.

>>> - someone makes a donation to the association: asset of debian.ch - but
>>> of course, debian.ch can choose to use this money for the Debian project
>>                        ^^^^^^^^^^^^^
>> If I read correctly the Debian Constitution v1.4, this is only possible
>> if the donation is specifically marked with a "also for non-Debian
>> stuff", see § 9.2.2:
> On this, there are two aspects that intertwine. The Debian Constitution
> and the by-laws of the involved organization (which you're discussion,
> AFAICT). From the point of view of Debian, and by default, i.e. before
> any kind of blanket authorizations are considered, we expect to have a
> clearly defined set of asset that the organization holds for Debian. On
> that set, the decision authority is Debian through the DPL as its
> representative. It is Debian who decides what to do with that stuff and
> it is the organization who executes those decisions. This way of
> functioning is fundamental to maintain the "trust" relationship between
> Debian and the organization.

>From what you have written, I get the feeling that the word `trust' is
not meant to be used in the legal meaning of a trust - so using the word
trust may cause confusion.  Has there been any consideration for using
another term, e.g. `helper organisations'?

> Theoretically, I can imagine scenarios where Debian asks the
> organization to use the assets for purposes that go against the
> organization mission and bylaws, resulting in the organization refusing
> to do so. That would most likely cause the severing of the trust
> relationship between Debian and the organization.  Practically, I cannot
> imagine any such scenario for any organization devoted to pursue Debian
> and/or Free Software related goals.
There could be two things:

a) legal complications (e.g. compliance with local laws where the helper
organisation is based) - although I imagine the DPL would always be
sensitive to such issues

b) it is not unheard of for open source projects to `fork' in various
ways - strengthening the way these relationships are documented may
provide better `exception handling' for these edge cases

> Last but not least, the above does not mean that *all* organization
> assets are under Debian control. Several of the current Debian Trusted
> Organization act as umbrella organization for many Free Software
> projects. There, the notion of trust is resolved by clearly defined
> whose assets, within the larger set of organization assets, are owned on
> behalf of Debian, thanks to some internal accounting. Debian claims no
> ownership / control of any other assets than those.
Thanks for that feedback

It also raises a further question: how the helper organisation should
deal with liabilities and whether they can be offset against assets held
for Debian purposes.  If the trust was formally documented, such a
separation of liabilities might be more easily asserted in the
unfortunate case of any dispute in future.

E.g. if a helper organisation was hit with a legal penalty or fine, the
organisation might currently be forced to pay the penalty using Debian
project money.  If they could pull out a trust agreement and show the
money was held at arms length, the money would hopefully be out of
reach, just as money held in a solicitor's client account is out of
reach from the solicitor's own creditors.

> Whether this kind of division (Debian assets vs other assets) is
> acceptable for debian.ch is up to you, of course. Debian would
> appreciate if debian.ch says that all its assets are Debian's, but that
> is by no means a requirement to keep on being a Trusted Organization.
> Nor I see the fact that debian.ch has been granted usage of the Debian
> trademark as implying that all debian.ch assets should be under Debian
> control.

Thanks for confirming that this is reasonable and acceptable for the
Debian project.  If there is such a separation of assets, it should
probably be documented so that all parties understand it.

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