Subject: Re: History of the NetBSD Foundation
To: Christos Zoulas <>
From: Charles M. Hannum <mycroft@MIT.EDU>
List: netbsd-users
Date: 09/02/2006 00:28:35
On Sat, Sep 02, 2006 at 12:08:24AM -0400, Christos Zoulas wrote:
> And you were not there to tell them that they were being deceived?

I was repeatedly shouted down by Perry with the aforementioned falsehoods.

> 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?

Telling you the problems I had with the bylaws.  I believe some of that was
even on -developers.

> | > 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?

Well, that's nice, but it doesn't alter my point.  The bylaws do not, in
fact, meet requirements.

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

That's false.  I tried, but I was shouted down every single time with more
nonsense.  It's rather hard to be heard in a room with someone else shouting
at the top of their lungs; have you tried it?

> | 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.

The paperwork was not "scattered".  We knew where it was at every point; we
just had trouble getting it.  As for the secretary and treasurer not doing
their job, and me not keeping tabs on that, I think I've spoken to that
point enough times.

> When we wrote the bylaws we did not have any monetary assets.

So?  We did have equipment.

> 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.

The law does not make much of a distinction between "monetary assets"
and "code", or anything else.  I believe this is intentional; you don't
want buildings and such being misused.  The same legal theory, and the
same result, applies to code.

> 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.

In case it isn't obvious, I have a very strong opinion on it.

> |    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
> responsibility?

It is impossible for me to tell why anyone was nominated or put on the
slate, why any particular action was taken by the board, or who was
responsible for any of the above.  The best I can do is ask why, and
listen to the silence.  Everyone has plausible deniability, because 
everything is opaque.  How can anyone really decide who to vote for, if
they can't see what that person actually did?  Ferchrissake, even
Congress is more transparent than that.

> 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).

I DID, AND THEY WERE IGNORED.  Perry even specifically used the tired
old line of "ignore that; we can change it later" (I'm paraphrasing),
which anyone with a clue knows is nothing more than a stalling tactic,

> 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?

My big objection is that when you filed the changes with the State of
Delaware, you were attesting that they were ratified, and they were not.
I'm sorry, but that was a conscious act of fraud.  I cannot participate
in good faith in the system under such conditions.