Subject: Re: History of the NetBSD Foundation
To: Charles M. Hannum <mycroft@MIT.EDU>
From: Christos Zoulas <>
List: netbsd-users
Date: 09/01/2006 22:36:34
On Sep 1,  8:22pm, mycroft@MIT.EDU ("Charles M. Hannum") wrote:
-- Subject: Re: History of the NetBSD Foundation

| There are a few of problems with your retelling of this:
| 1) You didn't actually tell me what was going on.

Everyone on board/core was aware about this. How do you think I
found out who to talk to? I asked you and Chris and you told me
to go track down Dave and JTC.

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

Yes, it took me more than a year to deal with this. Part of the
problem was that I was living in Germany at the time and the other
part was that I was lacking/waiting on information. I did deal
all the problems one by one (not just personally, other people helped
a lot; I am not trying to take credit here):

	1. got the corporation restored
	2. got the financial situation straightened out
	3. dealt with the tax situation
	4. got the 501(c)3 approved
	5. got the NetBSD trademark approved
	6. got the developer agreement paperwork straightened out

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

I did not say that the corporation was invalid. I said it was delinquent
and dormant.

| > 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.

Well, I spoke to you on my cell phone while I was at the bank and
told you this. Don't you remember? Also didn't you receive the paperwork
from HSBC to become a second signatory? 

| 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.

What are the governance problems? And what is the "it" you are referring to?

| > 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.

We had a vote with 120 yes and 1 no. I don't believe that 120 people
got their arms twisted to vote.

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

The organization was delinquent. You did nothing to fix this; I tried
repeatedly to communicate with you to get agreement on the bylaws. I
am still unclear on what your objections were with the bylaws.

| 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.

That is your opinion. The people who voted were the NetBSD project, not
the "board" which was you and me at that point. By law, the board was
invalid since it had only two members. Who should have voted for the
new bylaws? Me saying yes and you saying no?

| 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?

The bylaws were submitted to the IRS with the application. Are you telling
me now that the IRS did not review them?

| > 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.

The voting procedure is well-documented and is the same as the one
IETF uses. In fact, you were nominated for a board member in the
first election and you chose not to accept your nomination.

| 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.

And it was better when you were in charge and there was nothing
published? We really try to be transparent. There are no hidden
conspiracies going on.

| 3) Ditto for "core".

Ditto. We are really trying to be transparent. We do make mistakes
and we learn from them.

| 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.

No, we thought at the time that the IETF process was good and this is why
we chose it.

| > >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
| transparency.

I still don't understand then what you would like changed in the current
bylaws. Please elaborate.

| > 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?

You are now insulting the intelligence of the developer body.