Subject: Re: History of the NetBSD Foundation
To: Charles M. Hannum <mycroft@MIT.EDU>
From: Christos Zoulas <>
List: netbsd-users
Date: 09/02/2006 00:08:24
On Sep 1, 11:07pm, mycroft@MIT.EDU ("Charles M. Hannum") wrote:
-- Subject: Re: History of the NetBSD Foundation

| > 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.

There was not much to report. I was just trying to figure out why things
were left to rot, and who had the latest information.
| > | 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 was in Germany Oct 1997 - April 1999.

| > | 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).

I spoke to you on the phone. I sent you e-mail reminding you to send the
papers to HSBC. I can probably dig out the mail you sent me telling me you
got it.

| > | 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.

And you were not there to tell them that they were being deceived?

| > 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.

I did try *many* times to have a discussion with you about the bylaws. It
took almost 2 years from the beginning of the discussions till the bylaws
were sanctioned. Where were you then?

| a corporation does not cease to exist when someone resigns.  Also, *you*
| refused to add new board members.

This is unbelievable; you refused to accept all the people I proposed.
Let's pretend for the moment that there isn't a requirement for 3 members;
how would we resolve the deadlock?

| > | 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?

Because they asked us to give them a copy, and they asked questions about
them and the organization?

| > 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.

You just sat back and did nothing to expose the farce then and for the
following four years.

| > | 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!

There was also nothing being done. That is why there was no bank account,
the paperwork was scattered and the Foundation delinquent.

| > 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.)

When we wrote the bylaws we did not have any monetary assets. The only
asset we had was the code itself. The clause was meant to give the code
back to the original members, so that it would not get lost and someone
would retain ownership. Now that we have some money, we can clarify that
this refers only to the code (or remove it alltogether) and specify a
charity that will receive our money, or another Open Source project.

| 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
|    denied.

The debate between secret and open elections has been debated many times
before. There are advantages and disadvantages to both processes. I am
not partial to either.

|    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.

I don't understand this statement. What do you mean about personal

Finally, if that's all you object in the bylaws, then we really
did an excellent job writing them. And had you made those points
four years ago, we could have made some changes (your first point
is entirely valid). We can still make changes to the bylaws; they
just have to be voted by the membership body, which you choose not
to be a part of. What is your big objection? I still don't understand?