Subject: Re: Organizational Changes to the NetBSD Project
To: None <>
From: Thor Lancelot Simon <>
List: netbsd-users
Date: 09/01/2006 10:38:51
On Fri, Sep 01, 2006 at 09:26:36AM -0400, Charles M. Hannum wrote:
> On Friday 01 September 2006 07:35, Alistair Crooks wrote:
> > In 2002 the developers of NetBSD, who are the members and owners of
> > the Foundation, voted to reorganize the corporation through an open
> > process of instituting new Bylaws, 
> That statement, while technically true, is completely misleading.  Prior to 
> the Foundation takeover, NetBSD developers were *not* "members" of the 
> Foundation, and had no legal standing to make such a decision.  The actual 
> change of the bylaws and board of directors was fraudulent.

The first time you said this, many years ago, it alarmed me sufficiently that
I obtained the advice of the managing partner of the corporate law practice
at a rather large law firm (at my expense).  Opinions may differ, but she did
not, to be succinct, see things the way you do; so I am not, myself, all
too concerned by claims that "fraud" occurred.

It is noteworthy that if the developers did not have standing, it would likely
be the case that nobody, in fact, did; that is, that "The NetBSD Foundation"
was irretrievably defunct.  That is because even leaving all other issues
aside, a board of two members "operating" for years in violation both of
the bylaws and of the rules of the state of incorporation is a very dubious
thing indeed.

If any other former board member shares your concern, I would hope that
that person would step forward and say so; perhaps there is something that
was missed.  Honestly, I don't think the old board has much to be proud of;
it didn't pay taxes, left the nonprofit status stalled for years, didn't
maintain its membership, and created a huge paperwork nightmare by losing,
one way or another, dozens of developers' agreements, forcing the Foundation
to spend a huge amount of time and effort collecting them again.  I think
the new board does a good job managing the inevitable administrative
overhead of a project with 400 members, and that it is in fact getting
better over time.