Re: [Asset Stewardship] A request for clarification

From: Andrzej Krzemienski (akrzemi1_at_[hidden])
Date: 2024-09-10 06:37:50

pon., 9 wrz 2024 o 23:37 Vinnie Falco <vinnie.falco_at_[hidden]> napisał(a):

> 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
>

Thanks Vinnie. This is a very informative reply. Let me summarize to see if
I understood.

Should the outcome of this review be to accept the Fiscal Sponsorship
Proposal by C++ Alliance:
* the contents of the agreement between the Current Committee and the C++
Alliance are yet to be constructed. Appendix 1 of the proposal is only
there to give an idea of how the actual agreement might look like
* the Current Committee will self-appoint itself, but the "accept" outcome
of this review will be a confirmation that the Boost Developer Community
actually approves this
* the Boost Foundation will be able to pass the ownership of the Boost
assets to the C++ Alliance, and the "accept" outcome of this review will be
a confirmation that the Boost Developer Community actually approves this

Is this a fair summary?
Glen, as the review manager, is this also your understanding?

Regards,
&rzej;