Elfyn McBratney

Just follow everything that's being posted to gentoo-nfp. A quick summary might be:

a) The Foundation needs re-incorporating. We're currently incorporated in New Mexico, but because we don't have an office there, we don't meet their rules.

b) The Foundation hasn't received federal recognition as a 501(c)(6) organisation.

c) The Foundation doesn't have any bylaws in place at the moment.

d) The Foundation needs a new bank account; we're not able to transfer money into the one we have from our PayPal donation pot.

e) The Foundation has no insurance at all. There's no public liability insurance covering the Foundation, and there's no personal liability insurance covering the Board of Trustees. Without liability insurance, the Foundation (and its members) are at risk when we run booths at events. It's also unwise for the Foundation to run an annual conference without adequate insurance - although we'll probably need specific insurance for that anyway. Without insurance covering the Trustees, the Trustees are themselves taking on personal risk for the decisions they make in their roles.

f) The Gentoo trademark has been registered in the EU by the Friends of Gentoo e.V. (our German conspiracy of devs).

g) No cost centres or spending limits have been established for core Gentoo groups (PR, Infra).

h) The Foundation's financial summaries haven't been published since Corey resigned.

i) There's no handover pack / procedure / documentation for incoming Trustees.

j) There's no formal record keeping in place, covering what paperwork has been filed with which authority.

During the "interim" Trustee period earlier this year, I also raised questions about the process for appointing Trustees:

a) What paperwork needs filing with which authority for someone to be legally recognised as a Trustee of the Foundation? Here in the UK, company directors (which is what a Trustee is) have to be listed with Companies House, normally via Form 228a iirc. To the best of my knowledge, no paperwork has been filed w/ New Mexico and/or the federal government to update the list of Trustees.

b) What rules / procedures apply for appointing Trustees who are not US residents? (This affects me, as I'm not a US citizen, and I'm resident in the UK).

One issue that hasn't been raised on gentoo-nfp yet is the whole copyright assignment situation. Some readers may remember that, for a short period of time, new developers were asked to complete a form to assign the copyright of their work to the Foundation. The whole thing was withdrawn in the end. There doesn't seem to be a record of which forms were received (see the record keeping issue above!) Remember, IANAL (this is why we desperately need Renat on the Board!), but there has to be a question mark about whether the Foundation actually owns any copyrighted work at all.

That's the list we have to date, to the best of my knowledge. If I've missed anything, hopefully one of the other Trustees will add a comment.

I've not been part of any discussion about our tax situation, and I'm not familiar with US legislation covering what we call VAT here in Europe. When we get into that, we might find a few more issues (I can't predict either way at this stage).

The Foundation has a lawyer, but to the best of my knowledge it does not have an accountant. It's possible that we do, and I'm not personally aware of it.

I know folks aren't exactly happy with me about yesterday's blog post, but I hope this list goes some way towards showing that I wasn't just bellyaching for the sake of it. All of this is before we start getting into the positive things that Chris (shop, PR, events) and I (dev conference) want to do with our time as Trustees.

Best regards,
Stu