Subject: Re: Re: History of the NetBSD Foundation
To: Christos Zoulas <>
From: matthew sporleder <>
List: netbsd-users
Date: 09/01/2006 18:25:48
On 9/1/06, Christos Zoulas <> wrote:
> In article <>,
> 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
>            existed)
>         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
> never signed.
> 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
> >fraudulent.
> 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
> >voting mechanism.
> 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
> dictatorships do.
> 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.
> christos

Man, if this is the kind of drama on the private mailing lists, how do
I get subscribed to those?!  This whole discussion is very
entertaining.  ;)