Subject: Re: History of the NetBSD Foundation
To: Christos Zoulas <>
From: Charles M. Hannum <mycroft@MIT.EDU>
List: netbsd-users
Date: 09/02/2006 00:54:29
On Sat, Sep 02, 2006 at 12:44:52AM -0400, Christos Zoulas wrote:
> | > 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.
> As I mentioned, the intention was to give the code to the previous owners.
> Nothing more or less. Again, it can be changed.

If that was the intent, it was a complete failure, because that's absolutely
not what the bylaws say.

> | 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.
> The nom-com interviews people who have been nominated (or self nominated
> for the positions). The candidates voluntarily post the questions and
> answers to the comments. The nom-com posts the list of candidates and
> solicits feedback. Out of that feedback a slate is presented to developers
> for vote.

You're describing the process to me, and I already know the process.  My
point is that process is opaque to me.  I have no knowledge of who
nominated whom, why they were nominated, how the non-com came to a
decision, etc.  It is *completely* opaque.  There is not one ray of
light coming from the box.  Other than possibly the IETF, I know of *no*
corporation that operates this way, *anywhere*.  And if you tell me this
works well for the IETF, I'm going to snort the orange juice I'm
drinking through my nose.

> | 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,
> I had never seen a list of your objections until now.

Well, I'm sorry you ignored it before.

> | > 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.
> So you are claiming now that I filed the bylaws before the developers
> ratified them? I can assure you that did not happen (and you can check
> the filing date with Delaware). Or are you claiming that the developers
> did not have the right to ratify them? Then who could?

The only group with legal standing to ratify them was the old board.  If
you had actually sat down and worked through the issues, I would have
signed off on it -- but AFAICT all you did was stonewall.