Subject: Re: History of the NetBSD Foundation
To: Christos Zoulas <>
From: Charles M. Hannum <mycroft@MIT.EDU>
List: netbsd-users
Date: 09/01/2006 23:07:38
On Fri, Sep 01, 2006 at 10:36:34PM -0400, Christos Zoulas wrote:
> | 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.

That's just plain false.  I repeatedly asked you status, and you did not
give me details.

> | 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

Germany?  I wasn't aware of that, either.  I do remember you going to
Greece for some time, but I don't remember when that was.

> | 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? 

No, and no.  In fact, I was rather annoyed that it didn't happen (and
that I never got the security-officer key).

> | 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.

120 people were told point blank "the corporation is defunct" and only
presented with one option out.  There was a lot of deceit going on there.

> 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.

I'm sorry, but that's just a lie.  I specifically asked you to have a
meeting to talk about this, and you stonewalled.

> 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?

Oh, please.  We've been over this *numerous* times.  There is no actual
requirement to have 3 board members; that's pure fiction.  Furthermore,
a corporation does not cease to exist when someone resigns.  Also, *you*
refused to add new board 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?
> The bylaws were submitted to the IRS with the application. Are you telling
> me now that the IRS did not review them?

Quite likely not.  Why would they?

> 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.

Uh, would you participate in something you knew was a farce?  I think not.

> | 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.

When I was "in charge", the board didn't handle day-to-day operations, so
there wasn't exactly much to report.  This was intentional.  I did attempt
to make "core" more open, but you were one of the people against it!

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

1) As I've said repeatedly, the bylaws do not meet objective requirements
   of a 501(c)3.  The specific point of contention, which I've stated before,
   is the disposition of assets if the Foundation is dissolved.  Non-profit
   law makes it clear that they must be given to another non-profit, but the
   current bylaws have them going to the "original" board (which, for some
   reason which I'd like to be clued in on, is not even the actual founding
   members of the Foundation).  Disposing of the assets this way is illegal.

   (There's a clear and obvious legal theory behind this: that people donate
   to a non-profit in the belief that their donation will be used for the
   public good.  Giving the assets to an individual or for-profit company is
   an abuse of the public trust.)

   I'm sorry that your lawyer friend is too dense to notice that, but as
   I've said before, the people involved in this were not trained in IP or
   non-profit law.  (And boy did I hear some scathing comments about that
   from another lawyer.  I might still have blisters from the heat.)

2) There should be transparency mandated at every level, including elections.
   The *vast* majority of corporations, and 4 other non-profits I've done
   work for, do not have secret elections.  There are no civil rights being
   decided here.  Why should your influence on the direction of the project
   be secret?  You have no right to that.  But you do have a responsibility
   to the other stakeholders, and by making it secret, that responsibility is

   I think I've the point clearly, in the current structure there is no
   personal responsibility for anyone involved in Foundation business.  This
   is a totally unacceptable way to run an organization.