Re: [Asset Stewardship] A request for clarification

From: Vinnie Falco (vinnie.falco_at_[hidden])
Date: 2024-09-09 21:36:56

On Mon, Sep 9, 2024 at 1:46 PM Andrzej Krzemienski via Boost
<boost_at_[hidden]> wrote:
> I have a couple of questions to the C++ Alliance representatives regarding
> the Fiscal Sponsorship Proposal.
>
> First, the proposal is very clear and informative. Thank you for this.

Happy to answer any questions you have, and thank you for reading.

> I still have some questions, though.
> In Appendix 1:
> ...

With permission from the Software Freedom Conservancy we have taken
the original Fiscal Sponsorship Agreement and made very small edits to
it. Paragraphs 2.c and 3 which you refer to have to do with no-profit
compliance. Some explanation on how these agreements are structured is
worthwhile.

Donations made to a 501(c)(3) are only exempt from taxes when the
usage of those assets complies with regulations. The fiscal sponsor
bears ultimate responsibility for regulatory compliance for the
projects that it takes on. Any practical agreement needs to allow for
the fiscal sponsor to veto use of resources which it believes to be
out of compliance Otherwise, the fiscal sponsor is bound to carry out
the instructions of the Steering Committee. The contracts are written
this way to protect the non-profit organization from losing its
tax-exempt status.

The legal agreement in Appendix 1 of the Alliance proposal is intended
only as a draft. It shows the spirit of what the final agreement will
look like, expressed as three core elements:

* A Current Committee composed only of active Boost contributors
* The Steering Committee determines the artistic, technical, and
philosophical direction of the Project
* The ability to terminate

If our fiscal sponsorship proposal is accepted, the process for
signing the agreement will look like this:

1. The review manager will determine the Current Committee (unless
there's a better idea)
2. A representative of the Current Committee will select a law firm to
act as legal counsel
3. Alliance and Boost's representative, with their respective counsel,
will negotiate the final agreement

I have quite a lot of faith in the agreement which the Software
Freedom Conservancy put together, so there is hopefully not much need
to negotiate changes. However, to do things properly, the individuals
on the Current Committee must have the opportunity to ask questions
and propose changes through their own legal counsel who represents
them and not C++ Alliance.

> 1. When I am a maintainer of a library, what does it make me in the light
> of this agreement? Am I part of the Project? Or a donor to the Project? Or
> something else?

Great question, thanks :) With respect to the fiscal sponsorship
agreement, there is no direct relationship. The FSA only establishes
how Boost's shared assets are owned and controlled. Those shared
assets would consist of:

* domain names
* trademarks
* donations

In particular, the Boost GitHub organization is not included in this
list, as one cannot legally own a GitHub organization (it is the
private property of GitHub). As a maintainer or author of repositories
that are transferred to the Boost GitHub organization, your
relationship is with the users in the Boost GitHub organization who
have the Owner role. By extension of this logic, the agreement
establishes no relationship concerning the triannual releases.

The fiscal sponsorship agreement only covers what is officially
donated to Boost. This means nothing changes upon the execution of the
agreement, until at such time something is donated to Boost, by
submitting a written statement to the C++ Alliance and effecting the
means to transfer the asset (a bank wire, or a domain name transfer
for example).

> 2. I have a problem internalizing who decides and signs-off on the
> complement of the Current Committee. Don't get me wrong. I personally
> support the proposed complement (including the proposed amendments); I just
> wonder how it works logically/legally. The Current Committee cannot appoint
> itself. The Alliance cannot arbitrarily say "you, you, and you". Is this
> Boost Asset Stewardship Review a vehicle for the legitimization of the
> Current Committee?

Another great question, thanks! I selected the three initial members
of the Current Committee based on their history with Boost and high
level of activity on the mailing list. The composition of the current
committee is of course negotiable. There are already calls to add Glen
Fernandes and Peter Dimov. It would be best for the project if the
reviewers and the review manager determine the initial set of members.
I'm happy to make any changes.

With respect to the logical or legal component, the Current Committee
can in fact appoint itself. The FSA is strictly an agreement between
the C++ Alliance and the individuals listed. The more interesting
moment is when an asset is donated to Boost. This is what defines the
legitimacy of the Steering Committee. If a donor believes the Steering
Committee legitimately speaks for the project then they donate the
asset.

To put it a different way, this review is a referendum on Boost
Foundation's governance. If the Foundation governance is rejected,
something must take its place. There is nothing particularly wrong
with Alliance governance, and I think the morale of the project would
be better if the community selected its own leadership. After Boost's
founders departed, the community never had a say in how the project
should be governed. I am excited that Boost has this opportunity
(graciously made possible by the Boost Foundation) for
self-determination.

> Paragraph 8.d says, "If no Successor is found, Alliance may dispose of the
> Project assets and liabilities in any manner consistent with applicable tax
> and charitable trust laws."
> This sounds very harsh to me. If the Project faces the necessity to find
> another sponsor, and this fails, is the Alliance allowed to offer the
> domain name for sale, get rid of the mailing list archives, or offer the
> logo to someone else?

I agree, and I have this in my notes. The project should have more
time to find a successor. On the other hand, this is what Boost had
with the Software Freedom Conservancy so maybe there are some legal
nuances that we are unaware of? I think, before this is signed, we
should get a legal opinion to answer this question.

> Appendix 3 -- I do not see how it illustrates the boost.org Domain
> Registration Expiration

The image in Appendix 3 is what users saw when they navigated to
boost.org in their browser when the domain expired. There was a
discussion on reddit about this.

> Appendix 6 -- It is very nice promotional material. Thank you for doing
> this.

Appreciated :)

> But the term "the Official C++ Language Slack Workspace" draws my
> attention, and I have always wanted to ask this: what makes this slack
> workspace "official"? Neither Boost nor the C++ Alliance represents C++ or
> could make decisions or blessings in the name of C++. So, is it not a
> stretch?

It is official by fiat. No one owns the term "C++."

Thanks