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Re: Debian and Trusted Associations, again

Luca Capello <luca@pca.it> writes:

> Hi there!
> Keeping the DPL in the loop, mainly for his information since I think we
> need to clarify stuff on the debian.ch side before seeking again his
> involvement.

OK keeping leader in the loop until he disagrees. 
> On Wed, 18 Jul 2012 19:34:12 +0200, Daniel Pocock wrote:
>> 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
> Well, I do not remember things like this, i.e. we can have changes and
> the English translation at the same time, given that anyway I would like
> to see the English translation voted during an AGM.  Nevertheless...

At least myself and Philipp Hug would like to keep it this way. I for
myself don't see any need to change anything at the moment. But if
someone is able to convince me that a change is necessary, I'm not
against change per se.

The process becomes a lot easier if we can vote for the english
translation (without any semantic changes) first and after that base all
changes on the english version. This can be done at the same AGM if you

This avoids a possible confusion between the (already mostly agreed)
change of language and any other change.


>> 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.
> Thank you for having brought up the issue, we missed the opportunity for
> a face-to-face meeting (which I always prefer) during DebConf12 :-(
>>> 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.
> I do not know the whole history/reasoning, but I guess that one reason
> it was kept like this is to avoid any constraint specific to a single
> country.  Please remember that the Debian Project includes people from
> very different countries, religions, political ideas and so on.  Having
> not to comply with a single legislation is thus an advantage.
>>>>> - 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'?
> IMHO 'trust' is the right term, from The Collaborative International
> Dictionary of English v.0.48 [gcide]:
>   Trust \Trust\, n. [OE. trust, trost, Icel. traust confidence,
>    security; akin to Dan. & Sw. tr["o]st comfort, consolation,
>    G. trost, Goth. trausti a convention, covenant, and E. true.
>    See {True}, and cf. {Tryst}.]
>    1. Assured resting of the mind on the integrity, veracity,
>       justice, friendship, or other sound principle, of another
>       person; confidence; reliance; reliance. "O ever-failing
>       trust in mortal strength!" --Milton.
>       [1913 Webster]
>             Most take things upon trust.          --Locke.
>       [1913 Webster]
> As most of the work done in Debian, the Project relies on its members to
> do the Right Thing™ (or the closest thing to the right one).  My
> legalese is not so good, but I would read the 'trust' meaning as close
> to what a Debian Trusted Organization does (and what the DPL wrote
> above):
>    7. (Law) An estate devised or granted in confidence that the
>       devisee or grantee shall convey it, or dispose of the
>       profits, at the will, or for the benefit, of another; an
>       estate held for the use of another; a confidence
>       respecting property reposed in one person, who is termed
>       the trustee, for the benefit of another, who is called the
>       cestui que trust.
>       [1913 Webster]
>>> 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
> Just to be clear, and with my debian.ch president's hat on, I would
> strongly object to any debian.ch fork, because then the 'debian.ch' name
> would not be appropriate anymore.
>>> 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.
> This is what I was referring in my first reply, which was reflected by
> changing the title and adding "again" (it seems this point is not
> completely clear, even within the Debian Project):
>   <mid:[🔎] 87a9z4obag.fsf@gismo.pca.it>
>   <https://lists.debian.ch/pipermail/community/2012/000843.html>
> On Fri, 13 Jul 2012 00:38:15 +0200, Luca Capello wrote:
>> 9. Assets held in trust for Debian
> [...]
>> IMHO if the above is not clear from the current bylaws we need to
>> clearly define it, considering obvious that:
>> a) the money needed to run the association is the only possible
>>    exception;
>> b) "for the Debian project" means all kind of activities related to
>>    Debian, including BSPs, release parties, (Mini-)DebConfs, etc...
>> Moreover, I would say that debian.ch SHOULD USE the money it has for the
>> Debian project only, for the very simple reason of the 'debian' word
>> present in the association name (see the trademark remark below).
> On Wed, 18 Jul 2012 19:34:12 +0200, Daniel Pocock wrote:
>> 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.
> Good point, but what do you mean with "trust agreement"?  Is not the one
> already given by the DPL valid *in Switzerland*?
> Please also note that as far as I remember it is probably the first time
> we are discussing so deeply such an issue.  If I am wrong, please
> someone correct me.  Then before continuing we should read the previous
> discussions, at least not to repeat ourselves.
>> On 16/07/12 11:37, Stefano Zacchiroli wrote:
>>> 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.
> AFAIK until now there was no separation of assets for debian.ch and,
> again, I do not think one is needed (let me repeat one more time:
> debian.ch *is* Debian).  Obviously, if others think differently, I am
> fine with any clarification accepted by the majority during an AGM, as
> Gaudenz wrote below.
> Out of curiosity: do you see any expense for debian.ch that should not
> be paid by the Debian asset?
> On Thu, 12 Jul 2012 19:57:02 +0200, Daniel Pocock wrote:
>> On Thu, 12 Jul 2012 11:40:52 -0600, Gaudenz Steinlin wrote:
>>> Daniel Pocock <daniel@pocock.com.au> writes:
>>>> I think this relationship between the association and the project is not
>>>> clear enough in the document - but the important point to remember is
>>>> that the association is an independent entity.
>>> OK I now understand your point. I'm not sure if there is any
>>> clarification need because up until now at least I assumed all assets to
>>> be hold on behalf of Debian. So there are no assets that belong to
>>> someone else. But if someone thinks this needs clarification, please
>>> propose a change of the by-laws at the next AGM and we can talk about
>>> it. 
>> Just to make another example:
>> - debian.ch sells some T-shirts and raises 1000 CHF
>> - the board decides to put 500 CHF in a bank account for the Debian
>> project, 300 CHF in a bank account to pay for the T-shirt printing, and
>> 200 CHF in a bank account for paying professional expenses and
>> insurances (e.g. the legal fees)
>> My feeling is that the 300 CHF (to pay a debt to the T-shirt company)
>> and 200 CHF in that other bank account is then debian.ch money - it is
>> not an asset of the Debian project.
> You are getting the whole process wrong: debian.ch has authority to
> spend up to 200.00 CHF of Debian's money without asking the DPL's
> permission.  This means that if we want to produce some merchandise, we
> first check the production price and if there is enough money on the
> debian.ch account we ask for the DPL's permission.  So, basically we use
> Debian money all over the process.
> Saying it from another point of view: whenever we deal with merchandise
> we say to the people that it is produced by Debian and everything goes
> back to Debian.  Obviously, anything that should be paid is done (again)
> with Debian money.
>> You can also look at it in reverse: if debian.ch did not pay the
>> T-shirty company, the company would not be able to make a claim against
>> the DPL, SPI, or any other participant in the Debian project.  So
>> debian.ch can have assets and liabilities of it's own.
>             ^^^
> I think I have already addressed the "can" point above.
> Thx, bye,
> Gismo / Luca
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