Subject: Re: History of the NetBSD Foundation
To: Christos Zoulas <>
From: Charles M. Hannum <mycroft@MIT.EDU>
List: netbsd-users
Date: 09/01/2006 20:22:15
On Fri, Sep 01, 2006 at 10:10:44PM +0000, 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.

Sorry, I should have included Dave Carrel in that too.

> 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.

There are a few of problems with your retelling of this:

1) You didn't actually tell me what was going on.

2) You did not, apparently, actually file any paperwork at this
   point, even though you were aware of the problem.

3) A normal corporation is still valid if it hasn't filed bylaws;
   there's a default set of rules that applies.

> 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.

I didn't even know about the $10k until it showed up in board
"minutes" later.

> 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.

And I will not do so until the governance problems are resolved.  I do
not believe that TNF as it exists today has any claim to it.

> 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.

False.  501(c)3 was a point that was used repeatedly in discussions
about the new bylaws, as a wedge to convince people to do agree to them.
The issue was intentionally conflated.

> As for the bylaws, I kept asking you for the original bylaws of
> the Foundation.

For a long time, Dave still had them.

> 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.

And there are some problems with that as well:

1) Any change of bylaws in the old organization needed to be ratified by
   the board.  Despite repeated requests by me to do so, this did not
   happen.  You simply refused to work with me on the problem.

2) I repeat, that they were "passwd with an overwhelming majority" is
   immaterial, because the vote had no legal standing in the first place!
   The people voting on it were -- with one exception -- not a part of
   the Foundation in any way.  You can't just concoct "membership" post
   facto; it was not a membership organization, and we never asked people
   to agree to be members.

3) I also repeat that the current bylaws of the Foundation do not meet
   objective criteria for a 501(c)3.  I pointed this out at the time, and
   you refused to do anything about it.  Do I have to take legal action
   to force you to fix it?

> 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.

That's laughable.  The current arrangement systematically removes almost
all accountability:

1) No particular person has accountability for who was nominated or put
   on the slate, because that entire process is hidden.

2) Although the board publishes "minutes", these are actually more like
   "action item" lists.  Any deliberations are hidden.  So no particular
   person can be held accountable for what the board does.

3) Ditto for "core".

In fact, the machinations are entirely opaque.

Of course, this is exactly the same problem the IETF has with this
structure, and we knew that at the time.  I can only conclude that this
choice of structure was malicious.

> >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?

I never said it was 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.

Nor did I say that.  But see my comments above about accountability and

> 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?

You mean if they hadn't actively been misled by you and Perry?