Subject: Re: History of the NetBSD Foundation
To: None <firstname.lastname@example.org>
From: Christos Zoulas <email@example.com>
Date: 09/01/2006 22:10:44
In article <20060901182907.GX10101@multics.mit.edu>,
Charles M. Hannum <mycroft@MIT.EDU> wrote:
[stuff that does not mention me by name deleted for brevity]
>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.
It is incredible to me that you are re-writing history. I took over
as a treasurer and secretary during that year, and immediately I tried
to find out what was going on three fronts:
1. The incorporation status of the Foundation
2. The bank account/financials (which I eventually find out never
3. The membership agreements (which eventually ended up and still
are in your possession)
There was no documentation about any of that, and I ended up chasing
down Dave Carrel and JTC only to find out that nobody knew what
the situation was with the legal status of the Foundation. I had
a lawyer contact Delaware, and discovered that the Foundation was
delinquent and in "dormant" state, i.e. it had not paid its dues
in 3 years, and it had never completed the application for
incorporation because it had not filed bylaws.
I opened a new bank account for NetBSD, put $10K of my own money
and sent you a letter to become co-signatory for the account (so
I wasn't the only one who could cut checks for NetBSD) which you
For the membership agreements I (and many other people through the
years) have asked you to pass over the paperwork, but you have not.
This is irrelevant now, since most people have signed new agreements.
>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
The 501(C)3 stuff came much later. Yes, there were discussions,
but the whole process really begun in 2003. NetBSD members can
verify all this in the board minutes.
>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
As for the bylaws, I kept asking you for the original bylaws of
the Foundation. Finally at Usenix (I forgot which year) you gave
me a copy. After that I passed those original bylaws to a friend
of mine to look them over and help me re-draft them. Together we
changed the bylaws to turn NetBSD into a membership organization.
At the same time I held discussions on the NetBSD mailing lists
and provided copies of the document as it was being drafted. This
process lasted a few months, where all developers had a chance to
comment on the drafts. At the same time, I paid all the outstanding
debts of the Foundation, and issued a "restart" application to
Delaware. Finally in August of 2002, the bylaws were voted upon,
passed with an overwhelming majority and filed with Delaware
completing our application.
>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 is again untrue. Unfortunately the only proof I have about this
is that I never disappear in the middle of a discussion or refuse to
answer an inquiry. I wish I could say the same about you.
>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
Yes, and I am an advocate of democracy (being Greek it would have
been strange to advocate anything else). The project's governance
is now elected by the members of the project, and not behind hidden
doors. This way the project leadership is re-newed and people who
are not doing their job get voted down. Finally we are able to make
majority decisions about the project (eg. licensing), which we were
never able to do before. To further prove the success of that model
many other organizations have asked us about permission to use our
bylaws, and advise about attaining 501(C)3 status.
>They also stipulate one of the 501(c)3 requirements.
And this has helped us a lot with funding and taxes in the past
few years. Why do you view it as a negative thing?
>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.
So in your view the Foundation should be lead by a handful of
people, having no members, no transparency, no accountability, and
no way to be voted out. This is called dictatorship.
>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.
Which you can keep, since we have our own copies now.
Charles, nobody is stopping you from attempting a coup. This is
how all dictatorships start. You should focus on gathering a group
of militant developers, attack the project servers, take them over,
and throw the current leaders out. After that you can also delete
the bylaws and regress the Foundation 10 years or so which is what
More seriously if people shared your opinions don't you think that
they would have followed your leadership and voted you back to be
President, kicking the board out and voting down the bylaws?
I firmly believe that the NetBSD project is the sum of its members
and users, and not a small group of grumpy old men sitting in a
corner and making irrelevant decisions.