Re: Constitutional Amendment GR: Handling assets for the project
Hi,
On Thu, 10 Aug 2006 01:03:47 +1000, Anthony Towns
<aj@azure.humbug.org.au> said:
> On Fri, Jul 21, 2006 at 06:05:38PM -0500, Manoj Srivastava wrote:
>> ------------------------------------------------------------------------
>> 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.
OK, asking for advice from the developer body before every
disbursements of funds can be very intrusive.
What I think we would need to have happen is this:
a) If a new organization is added to the set of organizations that
can accept and hold assets for Debian, this needs to be
publicized.
b) There should be an annual report from each organization that holds
assets, so we can have at least an annual big picture of where we
stand fiscally, etc
c) While the DPL should be able to spend money, all such expenditures
should be communicated to the membership on a mailing list they
can read.
I would also like there to be some way of saying that if a
significant expenditure is to be made (I don't quite know how to
define significant), I would like to know it a priori, as opposed to
a posteriori.
Like, if I become DPL, and buy this 100GB drive for Debian
from my brother in law for $100k, perhaps I should have sent it
before the membership ahead of time.
> 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?
In section 4.1.6, I don't think we are necessarily talking
about a GR, are we? Can't a subset of us get together witht eh DPL
and do stuff, without a formal GR? If we are talking about a GR,
then this whole clause is redundant, no?
>> ------------------------------------------------------------------------
>> 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.
I am not sure I like "make decisions about" -> instruct; the
former clearly retains the decision over Debian's money with Debian's
officers and membership; merely instructing a third party and letting
the third party have oversight over Debian is ceding altogether too
much power to these as yet unnamed external entities. Or am I being
too paranoid? I am not sure I want third parties to _have_
oversight.
>> ========================================================================
>> +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.
I am not sure that is accurate either. I think the reason for
not being incorporated is more of who goes through the paperwork and
tedium, not to minimize government control.
> Therefore, money and other assets intended to be used for
> Debian's mission must be held in trust by other organisations,
> as detailed below.
I think we are beginning to split hairs. While in some
jurisdiction perhaps Debian is a legal entity, but still, in order to
own assets, I am pretty sure work needs to be done , papers filed,
taxes assessed, or dispensatoion obtained -- which is a lot of work
which has not been done. For a global project, this is ibviously
untenable:
"In most jurisdictions around the world, the Debian project is
not in a position to directly hold funds or other
property. Therefore ....."
> (...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.
I'll be happy with that. Decision by the membership as the
decision body of last resort.
>> + 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?
I have no objection, if other people who have seconded this
proposal agree.
>> + 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.
This one I am not so sure about. I think that we ought to be
going for tighter controls than SPI has exercised in the past, and
not weaker ones: surely an annual accounting of funds is not too much
to ask for an organization that holds other people's money?
>> + 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.
I have no objections to this bit either.
manoj
--
If our behavior is strict, we do not need fun!
Manoj Srivastava <srivasta@debian.org> <http://www.debian.org/%7Esrivasta/>
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