Re: Fwd: Draft of Proposal for the GNOME Foundation.

[Nat Friedman <nat helixcode com>]

kelly@poverty.bloomington.in.us writes:

> Some comments, from a law student with some familiarity with
> corporation and non-profit law.  Please note that these are not formal 
> legal advice; for that see an attorney.  I'm raising issues, not
> telling you what needs to be done.
> 
> 1. Permitting donors to specify a named recipient probably violates
> the anti-inurement requirement for non-profit status under IRS
> regulations.  

Ok, then they should be able to at least have the ability to specify
the portion of GNOME, or a specific subproject, which their funding
should benefit.

Try giving money to the FSF right now.  You basically don't know what
your money does.  The same thing will happen with GNOME.

> 2. It is unwise to declare Miguel sole chairman in perpetuity.

I was trying to be funny with that whole UN/Peope, but everyone on
this list seems to have their panties in a knot about all my jokes
today.

Yeah, I agree, we can't give him czar-for-life.  Which is cool.  The
proposal was known bad; let's fix it.

> 3. "No single organization or company will be allowed to have a
> majority of the board seats."  It was my impression that individuals,
> not organizations or companies, would hold board seats.  You'll have
> to come up with a formulation that says what you mean, keeping in mind 
> that people like me change "employers" on a regular basis (I'm an
> independent contractor).

RIght, so you need to figure out what sort of association between
company/organization and board-seat-holding individual is significant
enough to constitute that company "holding" the seat.

Employment is the obvious relationship.  A significant equity stake in
the company would be another.  Sitting on the board/advisory
board/etc. is another.  Maybe there are a few others we can think of.

> 4. An Executive Director should be appointed to manage day-to-day
> affairs of the Foundation.  Convening board meetings solely to resolve
> to pay the organization's phone bill is nonproductive.  It is usually
> best that the Executive Director NOT be the Chairman of the Board.

Good point!  I totally neglected all that stuff.

> 5. The corporation law in most states requires that board meetings and
> membership meetings be held so that all persons in attendance may hear
> each other.  Electronic meetings are not yet legal unless they include
> voice transmission.  Email is not yet an acceptable means to conduct a
> vote or an election; the use of public key cryptography is not yet
> acceptable.  The law dictates specific forms for conducting votes and
> similar business; failing to observe them may lead to administrative
> dissolution.  The statutory requirements are generally not waivable.

Stupid government.  Ok, so we can at least do telephonic meetings.
That sucks; it makes it harder to expose the minutes/details of the
meeting in an archive (while still allowing for editing them for
privacy).

> 6. While fixed term limits are probably not wise, directors should
> be required to periodically stand for reelection.

Yeah, yearly.

> 7. Unenforced trademarks dilute.  I would recommend a licensing
> scheme where the use of the mark is conditioned on making certain
> written promises in furtherance of the Foundation's interest --
> either financial or non-financial -- along with a liquidated damages
> clause and an agreement to be liable for fees and costs in the event
> of breach.  A lawyer can advise better on these matters.

Keeps coming up.

> 8. Copyright assignment needs to be discussed.

Wow, you're full of good stuff, Kelly.

Nat