On 9/1/06, Charles M. Hannum <mycroft@mit.edu> wrote:
> I don't really like to focus entirely on the past, but many people have
> inquired about the seemingly odd history of The NetBSD Foundation.  So
> here it is.
>
> When we started the NetBSD Project, it was a loose organization of
> people around the world.  The servers were initially supplied by Chris
> Demetriou and hosted at Berkeley, though it became clear that this
> arrangement was not going to last.  Chris was busy trying to graduate
> and did not have time to keep things running.  (As I've said before,
> all of the open source OSes -- including NetBSD -- were buggy at that
> time, and some hand-holding was required.)  So, still on Chris's
> equipment, much of the services actually moved to the Free Software
> Foundation office at MIT.
>
> This arrangement was reasonable at first.  It allowed me to make good
> progress on fixing some of the important problems.  I also institued
> the switch to remote CVS, and to encrypted logins.  Access to CVS was
> much more reliable, and people were able to get more work done.
>
> But this situation could not work long term.  First of all, we needed to
> upgrade equipment; we could not keep running on the same hardware
> forever.  We also needed more bandwidth to feed an increasing number of
> users.  Both of these things required resources that I could not supply
> myself.  In addition, we saw a need to consolidate copyrights, both to
> make it easier on people using our code, and to make it practical to
> enforce them if necessary.  So, we decided to create the NetBSD
> Foundation, to manage copyrights and launder money into servers and
> colo.
>
> I may be misremembering the timeline, but I think it was at the summer
> Usenix conference in 1994 that we actually got together in person and
> signed the paperwork.  We (and by this I mean primarily John Conklin)
> had drafted a basic set of "for any legal purpose of corporation" type
> bylaws and articles, and we did.  (BTW, Usenix conferences were often
> the only time we met in person.)
>
> I want to point out specifically that the Foundation had only a board
> and an executive staff at this time.  It was not a membership
> organization, nor did we advertise it as such.  Day-to-day stuff was
> still run by the "core group" and our volunteer sysadmins, both groups
> predating the Foundation and operating more or less independently of
> it.  We did start having people sign the infamous "developers agreement"
> in order to get commit access to our CVS repository.  This was merely a
> legal shield for the Foundation, in the same way that the corresponding
> agreement used by CSRG (Berkeley) was.  It did not confer any
> "membership" status, nor was it intended to; I should know, because I
> wrote it.
>
> Things plodded along.  We got a generous donation of a server from
> iki.fi (instigated primarily by Tatu Ylonen, when I followed up on an
> offer he had made some time before), and colo space at hut.fi to run it.
> Part of the reason for pursuing this was to move the source code outside
> the U.S., because of the restrictions on crypto developemtn at the time.
> Other colo arrangements at NASA, PAIX (with the support of ISC), ISC's
> own space, 200 Paul, etc. followed.  In general there have been problems
> with all of these arrangements, but they have been "good enough" to keep
> the project running.
>
> Around 1998, it became much clearer that not having a reliable CD
> distribution was a problem.  Also, some other projects (notably FreeBSD)
> were largely funding themselves through CD sales.  So, along with Herb
> Peyerl, I started what we called "The NetBSD CD Project" -- a separate
> entity from the Foundation, so that the finances were not mixed.
> Shortly after, I also started "The NetBSD Mission" (registered in
> Cambridge, MA) to sell other merchandise, primarily T-shirts.  The real
> intent here was to help popularize NetBSD through promotion; a secondary
> goal was to eventually turn enough of a profit so that I could focus on
> NetBSD and not have a day job.  For various reasons, this didn't work
> out.
>
> In 1999, I also started hitting the conference circuit -- Comdex,
> Usenix, ALS, and many others -- running booths and demos of NetBSD.
> This required an enormous amount of time (even just making the system
> "demoable") and money (primarily funded by my own consulting).  Most of
> it was done under the "NetBSD Mission" name, because the NetBSD
> Foundation had reached a sort of stalemate -- due to attrition, there
> were only two board members left.  This work was very successful in
> stirring up interest in NetBSD, and getting some companies to take
> NetBSD seriously and use it in products.
>
> What I also learned in this time was that the secretary and treasurer of
> the Foundation, Christos Zoulas, had not actually been doing the
> paperwork, and the Foundation had fallen out of good standing.  Contrary
> to some statements, this does not mean it simply ceased to exist -- it
> still had assets, and there is a clear ownership of such assets.  I want
> to stress that I was not aware of this; every time I inquired, I was
> told that it was being taken care of.  This does not absolve me of
> responsibility, though -- clearly I should have been getting copies of
> the paperwork, and I did not.
>
> This was turned into a political fiasco, primarily by Perry Metzer, a
> name that some people will recognize and probably cringe at for other
> reasons.  It was conflated with issues about turning the Foundation into
> a 501(c)3, etc.  I was made the scapegoat, even though the actual lack
> of compliance was largely the secretary and treasurer's doing.  A new
> set of bylaws was drafted -- not by the existing Foundation, by a friend
> of Perry's who was never trained in IP or non-profit law -- and a "vote"
> was held.  It was ignore that this "vote" had no legal standing because
> the people "voting" had no legal standing WRT the Foundation.
> Nevertheless, the resulting changing of bylaws and board were filed by
> Christos, without the approval of the existing board.  That act was
> fraudulent.
>
> This is particularly bothersome because there is no good reason for it.
> I had attempted several times to get Christos to meet and work out the
> problems with the bylaws (one of which is that they meet neither the
> spirit nor the letter of the law WRT a non-profit), but he simply would
> not do it.
>
> This issue gets muddled a lot for a number of reasons.  The new bylaws
> *do* have a "membership" function -- this being important to have a
> voting mechanism.  They also stipulate one of the 501(c)3 requirements.
> However, there are other problems that still need to be fixed.  I was
> not against the bylaws in general, but I felt strongly that the errors
> needed to be fixed before they were ratified.
>
> Over the course of this, there has also been an issue with the
> stewardship of the original TNF paperwork.  When our original secretary
> vanished, we had considerable difficulty getting the paperwork from him.
> Eventually it was transferred to someone else we had asked to do it, but
> then we had difficulty getting the paperwork from him.  Today, the
> paperwork is in my possession, for safekeeping, until the issues with
> the Foundation's governance are resolved.  I have, however, provided an
> exhaustive list of the "developers agreements", including when they were
> signed and received.
>
> That's the Foundation's history in a nutshell.  The shell does indeed
> contain a lot of nuts.

Wow.

If you don't mind, and if you have the ability to comment, where does
Wasabi Systems come into this mix?

Thanks.

Andy