Re: Question to all candidates: registering Debian as an organization
On 3/24/22 15:45, Sam Hartman wrote: "Richard" == Richard Laager writes: Richard> On 3/20/22 07:10, Felix Lechner wrote: >> If we accidentally formed a General Partnership, as has been >> suggested elsewhere Richard> Yes, that would be really dumb for a number of reasons. The problem is that at least in the US, you can accidentally default to a general partnership. Effectively, if you are doing things together, and it cannot be shown what you have instead, and mumble mumble I'm not a lawyer, a court may conclude you are a general partnership. So, it's more what steps have you taken to avoid being considered a general partnership? Unfortunately I cannot point to a lot of these steps for Debian. If that's true, and I cannot say intelligently either way as IANAL, then that feels like a very strong reason that we _need_ to incorporate. I have done a tax-exempt filing with the IRS. I'd be happy to discuss that with someone if that is helpful to anyone in the future. (At the moment, I'm not sure whether I'd feel comfortable volunteering to do such a filing for Debian.) -- Richard OpenPGP_signature Description: OpenPGP digital signature
Re: Question to all candidates: registering Debian as an organization
> "Richard" == Richard Laager writes: Richard> On 3/20/22 07:10, Felix Lechner wrote: >> If we accidentally formed a General Partnership, as has been >> suggested elsewhere Richard> Yes, that would be really dumb for a number of reasons. The problem is that at least in the US, you can accidentally default to a general partnership. Effectively, if you are doing things together, and it cannot be shown what you have instead, and mumble mumble I'm not a lawyer, a court may conclude you are a general partnership. So, it's more what steps have you taken to avoid being considered a general partnership? Unfortunately I cannot point to a lot of these steps for Debian.
Re: Question to all candidates: registering Debian as an organization
On 3/20/22 07:10, Felix Lechner wrote: If we accidentally formed a General Partnership, as has been suggested elsewhere Yes, that would be really dumb for a number of reasons. I have friends who are or were high-ranking officials at the UN. With the project's permission, I might explore finding a home for Debian there. Would the UN be an appropriate potential home for our noble and selfless efforts? IMO, very much no. Subject to actual legal advice, I think the obvious answer is a U.S. 501(c)(3), which is what SPI is. -- Richard OpenPGP_signature Description: OpenPGP digital signature
Re: Question to all candidates: registering Debian as an organization
On Mon, Mar 21, 2022 at 11:40:36AM +0100, Gard Spreemann wrote: > > If there was a single Debian foundation, Debian members would be split > > between those that are in the juridiction of the foundation and those > > that are not and the former would be inevitably advantaged. > > Would moving such an entity in the face of adverse legal conditions, if > and when they arise, be a difficult operation? (I have absolutely no > idea myself) Moveing money between countries is always a major problem. That is why it is best for Debian to have money in different countries registered with different organization. At minimum you can reimburse expenses in the local money, which is always much cheaper. Cheers, -- Bill. Imagine a large red swirl here.
Re: Question to all candidates: registering Debian as an organization
On 2022-03-21 12:05, Holger Levsen wrote: > On Mon, Mar 21, 2022 at 09:41:49AM +0100, Christian Kastner wrote: >> A common pattern to address this within the open source world is to >> create a non-profit legal entity, e.g. the FSF Foundation or the GNOME >> Foundation. > > or SPI? SPI is Debian and 39 other projects, as far as I can see. I think Debian should have its own identity.
Re: Question to all candidates: registering Debian as an organization
On Mon, Mar 21, 2022 at 09:41:49AM +0100, Christian Kastner wrote: > A common pattern to address this within the open source world is to > create a non-profit legal entity, e.g. the FSF Foundation or the GNOME > Foundation. or SPI? -- cheers, Holger ⢀⣴⠾⠻⢶⣦⠀ ⣾⠁⢠⠒⠀⣿⡁ holger@(debian|reproducible-builds|layer-acht).org ⢿⡄⠘⠷⠚⠋⠀ OpenPGP: B8BF54137B09D35CF026FE9D 091AB856069AAA1C ⠈⠳⣄ Privacy is a Human Right. (Universal Declaration of Human Rights, article 12.) signature.asc Description: PGP signature
Re: Question to all candidates: registering Debian as an organization
Bill Allombert writes: > On Mon, Mar 21, 2022 at 09:41:49AM +0100, Christian Kastner wrote: >> Currently, the Project has no legal standing of its >> own, meaning that within any legal context, there is no Project. > > Indeed, it is a great feature of Debian that it is not bound to any > particular juridiction, it only exists through consensus of its members. > >> You can't donate to Debian, you donate to some other organization (SPI). The >> DPL can represent the Project only formally, as formally, it doesn't >> exist yet. The Project can't own hardware directly, or hold copyrights >> directly. It's all down to individuals. > >> A common pattern to address this within the open source world is to >> create a non-profit legal entity, e.g. the FSF Foundation or the GNOME >> Foundation. > > But a legal entity would be registered to some country (the US in the > above two cases) and would be bound to its juridiction. > What if the DPL is from some country under US sanction list like Cuba > used to ? What if we need the non-us archive back ? > (same, replacing US by the country of your choice) ? > > If there was a single Debian foundation, Debian members would be split > between those that are in the juridiction of the foundation and those > that are not and the former would be inevitably advantaged. Would moving such an entity in the face of adverse legal conditions, if and when they arise, be a difficult operation? (I have absolutely no idea myself) -- Gard signature.asc Description: PGP signature
Re: Question to all candidates: registering Debian as an organization
On Mon, Mar 21, 2022 at 09:41:49AM +0100, Christian Kastner wrote: > Currently, the Project has no legal standing of its > own, meaning that within any legal context, there is no Project. Indeed, it is a great feature of Debian that it is not bound to any particular juridiction, it only exists through consensus of its members. > You can't donate to Debian, you donate to some other organization (SPI). The > DPL can represent the Project only formally, as formally, it doesn't > exist yet. The Project can't own hardware directly, or hold copyrights > directly. It's all down to individuals. > A common pattern to address this within the open source world is to > create a non-profit legal entity, e.g. the FSF Foundation or the GNOME > Foundation. But a legal entity would be registered to some country (the US in the above two cases) and would be bound to its juridiction. What if the DPL is from some country under US sanction list like Cuba used to ? What if we need the non-us archive back ? (same, replacing US by the country of your choice) ? If there was a single Debian foundation, Debian members would be split between those that are in the juridiction of the foundation and those that are not and the former would be inevitably advantaged. Cheers, -- Bill. Imagine a large red swirl here.
Re: Question to all candidates: registering Debian as an organization
On 2022-03-21 09:41, Christian Kastner wrote: > Currently, the Project has no legal standing of its > own, meaning that within any legal context, there is no Project. You > can't donate to Debian, you donate to some other organization (SPI). The > DPL can represent the Project only formally, as formally, it doesn't ^^^ only "informally" Apologies.
Re: Question to all candidates: registering Debian as an organization
On 2022-03-20 13:10, Felix Lechner wrote: > I'm sorry no one has gotten back to you so far. I do not know which > ideas Jonathan Carter and Brian Gupta (copied as a courtesy) have been > pursuing. > > My own thinking on this point is also evolving, as detailed below. I > copied Christan Kastner to make sure he sees this expanded answer. I was actually less concerned with regards to malicious litigation (although that is a valid concern), and more with the day-to-day stuff. Currently, the Project has no legal standing of its own, meaning that within any legal context, there is no Project. You can't donate to Debian, you donate to some other organization (SPI). The DPL can represent the Project only formally, as formally, it doesn't exist yet. The Project can't own hardware directly, or hold copyrights directly. It's all down to individuals. A common pattern to address this within the open source world is to create a non-profit legal entity, e.g. the FSF Foundation or the GNOME Foundation.
Re: Question to all candidates: registering Debian as an organization
Hi Bill, On Fri, Mar 18, 2022 at 1:50 PM Bill Allombert wrote: > > Could someone explain what does that mean ? I'm sorry no one has gotten back to you so far. I do not know which ideas Jonathan Carter and Brian Gupta (copied as a courtesy) have been pursuing. My own thinking on this point is also evolving, as detailed below. I copied Christan Kastner to make sure he sees this expanded answer. If the project finances lawsuits, as suggested elsewhere, we may soon have a liability problem. Newton's law also applies in conflict: Exerting force always creates a counter-force. (Many folks in Debian do not understand that basic maxim of diplomacy.) It would only be a matter of time until we have to defend ourselves. The same thinking has kept me from pushing for lawsuits as your trademark delegate. Assuming we have X amount of money—I'm not sure the amount is public, and it would be dated anyway—a single lawsuit from a contributor for harassment at the 2022 Kosovo Debconf, as an example, could wipe us out. What if the contributor is female? Last time I checked we were 94% male. In a jury trial, the claim could settle at twice the amount we have, plus inflation. Lawyers fees would be extra. Our dreams of free software would be gone. If we accidentally formed a General Partnership, as has been suggested elsewhere, the plaintiff might be able to collect the award from our wealthiest members, who would then have to turn around and recover from the rest of us. It is called the doctrine of joint and several liability. [1] Maybe a patent troll would even set up a honey trap for us. Either way, it would be prudent to solicit broad legal input before taking steps toward incorporation. As project leader, I would contact Laurence Lessig [2] at the Harvard Law School as well as Richard Fontana and Eben Moglen—both long-time friends of the project—to see if they might host a symposium to help us figure out what to do. (I have no legal training.) I'm sure some law school graduate or post-doctoral students are interested in our potential transition. Looking into the future, please allow me to mention another big idea. What if the United Nations were to recognize a universal right to digital access and computing resources? Could Debian become part of a "World Digital Access Programme"? Under international treaties, I think it would shield us from most lawsuits in national courts. Our tax regime would also become super easy—probably none. Debian runs on older hardware. Plus, we have done a lot of hard work on international translations! I have friends who are or were high-ranking officials at the UN. With the project's permission, I might explore finding a home for Debian there. Would the UN be an appropriate potential home for our noble and selfless efforts? Kind regards, Felix Lechner P.S. Everyone, please join #meetfelix on OFTC. I hope to get to know you better! [1] https://en.wikipedia.org/wiki/Joint_and_several_liability [2] https://en.wikipedia.org/wiki/Lawrence_Lessig
Re: Question to all candidates: registering Debian as an organization
On Thu, Mar 17, 2022 at 05:30:30PM +0100, Christian Kastner wrote: > Jonathan has already addressed this in his platform, acknowledging Brian > Gupta's 2020 campaign focus on this, so this is mostly a question for > Hideki and Felix: > > What is your position on registering Debian as an organization? Could someone explain what does that mean ? Cheers, -- Bill. Imagine a large red swirl here.
Re: Question to all candidates: registering Debian as an organization
Hi, > What is your position on registering Debian as an organization? Positive (currently). > I'm curious as to (1) what you think of the idea in general, and (2) > insofar you think this is a good idea, to what extent you'd consider > pursuing it during your term(s). Reading Jonathan's platform, I think eliminating "difficulties in setting up agreements with external entities" should be done. However, for pushing forward, I (and perhaps others) want to know pros/cons list. And I would form a special team for it, and delegate (Jonathan may take it, since it should be done by a person who is passionate :) -- Hideki Yamane
Re: Question to all candidates: registering Debian as an organization
Hi Christian, On Thu, Mar 17, 2022 at 9:48 AM Christian Kastner wrote: > > What is your position on registering Debian as an organization? > > I'm curious as to (1) what you think of the idea in general, and (2) > insofar you think this is a good idea, to what extent you'd consider > pursuing it during your term(s). >From what I have seen, Debian's governance is presently insufficient to support any kind of incorporation. At least on the trademark side, we cannot currently match the professional support we receive from Software in the Public Interest, Inc., which includes timely legal filings around the world. That being said, I believe Debian should stand on its own. I am ready to put Debian on a short path to incorporation. It is one of many reasons why I'd like to see a broadly democratic system of boards and commissions blossom, as quickly as possible, into a reliable, accountable, transparent and elected governing council that can handle funds and other project assets on behalf of our membership. I'll start on day one by forming a Disbursements Committee that will transparently handle all financial matters that come before me as project leader. The committee will operate according to California's open meeting laws. [1] The position of Incorporation Manager is open. Interested parties shall please apply. The day we shake loose will be memorialized as our "Independence Day." Thank you for your question of broad public interest! Kind regards, Felix Lechner [1] https://www.calcities.org/detail-pages/resource/open-public-v-a-guide-to-the-ralph-m.-brown-act P.S. Everyone, please join #meetfelix on OFTC. I hope to get to know you better!
