Re: Resolution 2018-07-11.mm.1: Arch Linux 32 as associated project

I'd like to propose this resolution for the February meeting.
I initially posted this to the list last year and some people asked
whether Arch Linux agrees and whether there's an agreement in place.
We have a light-weight trademark agreement from Arch Linux (Aaron) now,
so I think we're good to vote on this resolution.

Resolution 2018-07-11.mm.1: Arch Linux 32 as associated project

WHEREAS

1. Arch Linux 32 is a substantial and significant Free Software project.

2. The Arch Linux 32 developers would like SPI's support and assistance,
including taking donations.

THE SPI BOARD RESOLVES THAT

1. Arch Linux 32 is formally invited to become an SPI Associated
Project, according to the SPI Framework for Associated Projects, SPI
Resolution 1998-11-16.iwj.1-amended-2004-08-10.iwj.1, a copy of which
can be found at
https://www.spi-inc.org/corporate/resolutions/2004/2004-08-10.iwj.1/

2. Erich Eckner is recognised by SPI as the authoritative decision maker
and SPI liaison for Arch Linux 32. Successors will be appointed by the
outgoing SPI liaison, or if the current SPI liaison is unavailable or
refuses to appoint a successor, by a simple majority vote by the current
master key holders of Arch Linux 32.

3. This invitation will lapse, if not accepted, 60 days after it is
approved by the SPI Board.

--
Martin Michlmayr
https://www.cyrius.com/

That's cool!

+1

On 1/26/19 9:30 AM, Martin Michlmayr wrote:
> I'd like to propose this resolution for the February meeting.
> I initially posted this to the list last year and some people asked
> whether Arch Linux agrees and whether there's an agreement in place.
> We have a light-weight trademark agreement from Arch Linux (Aaron) now,
> so I think we're good to vote on this resolution.
>
> Resolution 2018-07-11.mm.1: Arch Linux 32 as associated project
>
> WHEREAS
>
> 1. Arch Linux 32 is a substantial and significant Free Software project.
>
> 2. The Arch Linux 32 developers would like SPI's support and assistance,
> including taking donations.
>
> THE SPI BOARD RESOLVES THAT
>
> 1. Arch Linux 32 is formally invited to become an SPI Associated
> Project, according to the SPI Framework for Associated Projects, SPI
> Resolution 1998-11-16.iwj.1-amended-2004-08-10.iwj.1, a copy of which
> can be found at
> https://www.spi-inc.org/corporate/resolutions/2004/2004-08-10.iwj.1/
>
> 2. Erich Eckner is recognised by SPI as the authoritative decision maker
> and SPI liaison for Arch Linux 32. Successors will be appointed by the
> outgoing SPI liaison, or if the current SPI liaison is unavailable or
> refuses to appoint a successor, by a simple majority vote by the current
> master key holders of Arch Linux 32.
>
> 3. This invitation will lapse, if not accepted, 60 days after it is
> approved by the SPI Board.
>

--
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*** A fault and talent of mine is to tell it exactly how it is. ***

Dimitri John Ledkov pointed out during the SPI meeting yesterday that
the resolution doesn't contain a clause saying what will happen if the
project becomes defunct (something we add in new resolutons).

I added clause 3. Erich, please check if this is okay. (If Arch
Linux 32 becomes defunct and nobody replies to SPI, we'd probably
transfer the remaining funds to the Arch Linux earmark.)

New proposed resolution:

WHEREAS

1. Arch Linux 32 is a substantial and significant Free Software project.

2. The Arch Linux 32 developers would like SPI's support and assistance,
including taking donations.

THE SPI BOARD RESOLVES THAT

1. Arch Linux 32 is formally invited to become an SPI Associated
Project, according to the SPI Framework for Associated Projects, SPI
Resolution 1998-11-16.iwj.1-amended-2004-08-10.iwj.1, a copy of which
can be found at
https://www.spi-inc.org/corporate/resolutions/2004/2004-08-10.iwj.1/

2. Erich Eckner is recognized by SPI as the authoritative decision maker
and SPI liaison for Arch Linux 32. Successors will be appointed by the
outgoing SPI liaison, or if the current SPI liaison is unavailable or
refuses to appoint a successor, by a simple majority vote by the current
master key holders of Arch Linux 32.

3. If the last known SPI liaison for Arch Linux 32 is missing in action,
and no new SPI liaison is appointed for two consecutive years the
associated project is deemed defunct. Defunct project's assets may be
transferred to a nominated US 501(c)(3) charity or to the SPI general
fund.

4. This invitation will lapse, if not accepted, 60 days after it is
approved by the SPI Board.

* Martin Michlmayr <tbm(at)cyrius(dot)com> [2019-01-26 14:30]:
> I'd like to propose this resolution for the February meeting.
> I initially posted this to the list last year and some people asked
> whether Arch Linux agrees and whether there's an agreement in place.
> We have a light-weight trademark agreement from Arch Linux (Aaron) now,
> so I think we're good to vote on this resolution.
>
> Resolution 2018-07-11.mm.1: Arch Linux 32 as associated project
...

--
Martin Michlmayr
https://www.cyrius.com/

Yes, this is fine for me. However, maybe we can put your comment about
Arch Linux into (3), too? Like adding ", preferably to the assets of
Arch Linux." (or something similar) to the end of the last sentence?

regards,
Erich

On 12.02.19 11:45, Martin Michlmayr wrote:
> Dimitri John Ledkov pointed out during the SPI meeting yesterday that
> the resolution doesn't contain a clause saying what will happen if the
> project becomes defunct (something we add in new resolutons).
>
> I added clause 3. Erich, please check if this is okay. (If Arch
> Linux 32 becomes defunct and nobody replies to SPI, we'd probably
> transfer the remaining funds to the Arch Linux earmark.)
>
> New proposed resolution:
>
> WHEREAS
>
> 1. Arch Linux 32 is a substantial and significant Free Software project.
>
> 2. The Arch Linux 32 developers would like SPI's support and assistance,
> including taking donations.
>
> THE SPI BOARD RESOLVES THAT
>
> 1. Arch Linux 32 is formally invited to become an SPI Associated
> Project, according to the SPI Framework for Associated Projects, SPI
> Resolution 1998-11-16.iwj.1-amended-2004-08-10.iwj.1, a copy of which
> can be found at
> https://www.spi-inc.org/corporate/resolutions/2004/2004-08-10.iwj.1/
>
> 2. Erich Eckner is recognized by SPI as the authoritative decision maker
> and SPI liaison for Arch Linux 32. Successors will be appointed by the
> outgoing SPI liaison, or if the current SPI liaison is unavailable or
> refuses to appoint a successor, by a simple majority vote by the current
> master key holders of Arch Linux 32.
>
> 3. If the last known SPI liaison for Arch Linux 32 is missing in action,
> and no new SPI liaison is appointed for two consecutive years the
> associated project is deemed defunct. Defunct project's assets may be
> transferred to a nominated US 501(c)(3) charity or to the SPI general
> fund.
>
> 4. This invitation will lapse, if not accepted, 60 days after it is
> approved by the SPI Board.

* Erich Eckner <arch(at)eckner(dot)net> [2019-02-14 11:23]:
> Yes, this is fine for me. However, maybe we can put your comment about
> Arch Linux into (3), too? Like adding ", preferably to the assets of
> Arch Linux." (or something similar) to the end of the last sentence?

I was considering that but in the end didn't do it because it's a
standard sentence we use in all new project resolutions and I didn't
want to modify it if there wasn't a strong reason.

If you have strong feelings about it, I can add it. Otherwise let's
hope a) the situation won't happen and b) if it does the board will do
the right thing.

--
Martin Michlmayr
https://www.cyrius.com/

Well, when it's default, then I have no objections.

regards,
Erich

On 14.02.19 16:35, Martin Michlmayr wrote:
> * Erich Eckner <arch(at)eckner(dot)net> [2019-02-14 11:23]:
>> Yes, this is fine for me. However, maybe we can put your comment about
>> Arch Linux into (3), too? Like adding ", preferably to the assets of
>> Arch Linux." (or something similar) to the end of the last sentence?
>
> I was considering that but in the end didn't do it because it's a
> standard sentence we use in all new project resolutions and I didn't
> want to modify it if there wasn't a strong reason.
>
> If you have strong feelings about it, I can add it. Otherwise let's
> hope a) the situation won't happen and b) if it does the board will do
> the right thing.
>

* Erich Eckner <arch(at)eckner(dot)net> [2019-02-14 17:32]:
> Well, when it's default, then I have no objections.

Well, it's a new clause. I just meant to say I copy & pasted. :)
But it makes tracking easier if it's the same everywhere...

Anyway, it's not clear to me what "nominated charity" means in the
clause. Is that something the project nominates when they join (as
you sort of did when you indicated a preference to give it to Arch) or
something the board "nominates"? (but then "nominates" is a weird word).

If it's something the project nominates, we need to implement a way to
track it (i.e. write it down somewhere) so we'll remember in X
years/decades (and how do we know the org originally nominated doesn't
change over time...).

I already sent an email to the board asking about this "nominated
charity" question, but there's no need for this to be board-only and
we can discuss here.

(Adding xnox who I believe came up with the language or might
remember who did.)
--
Martin Michlmayr
https://www.cyrius.com/

Martin Michlmayr writes ("Re: Resolution 2018-07-11.mm.1: Arch Linux 32 as associated project"):
...
> Anyway, it's not clear to me what "nominated charity" means in the
> clause. Is that something the project nominates when they join (as
> you sort of did when you indicated a preference to give it to Arch) or
> something the board "nominates"? (but then "nominates" is a weird word).

You indeed point out a deficiency in the standard wording.

Also, I would like to say that the purpose of standard wordings is not
to be immutable. It is fine to change them if we understand the
reasons why the standard wording is the way it is. In this case, we
don't want to nail things down which may turn out to be unworkable in
the distant and unknowable future.

How about the following alternative standard wording:

3. If the last known SPI liaison for Arch Linux 32 is missing in
action, and no new SPI liaison is appointed for two consecutive
years the associated project is deemed defunct.

The SPI Board will try to identify a similar successor project; SPI
will transfer the assets to the successor's US charity, or hold them
in trust for the successor. Failing that the assets will become
part of the SPI general fund.

Significant differences:

- Say that the successor:
- is up to the Board
- should be `similar'

- `Will' rather than `may', since I don't think really we expect the
board to leave assets attached to a defunct earmark.

- SPI general fund more clearly the last resort.

Technical differences:

- Wording reorganised.

- Mention the possibility that the assets would end up with SPI
but with the successor's earmark.

- Remove unclear `nominated'.

> If it's something the project nominates, we need to implement a way to
> track it (i.e. write it down somewhere) so we'll remember in X
> years/decades (and how do we know the org originally nominated doesn't
> change over time...).

Quite.

> (Adding xnox who I believe came up with the language or might
> remember who did.)

I think it's after my time. It's possible that the intent was to
allow the defunct project to nominate its successor but there are
obvious practical problems with that...

Ian.

--
Ian Jackson <ijackson(at)chiark(dot)greenend(dot)org(dot)uk> These opinions are my own.

If I emailed you from an address @fyvzl.net or @evade.org.uk, that is
a private address which bypasses my fierce spamfilter.

Hi Ian,

On Tue, Feb 19, 2019 at 11:34:05AM +0000, Ian Jackson wrote:
> How about the following alternative standard wording:
>
> 3. If the last known SPI liaison for Arch Linux 32 is missing in
> action, and no new SPI liaison is appointed for two consecutive
> years the associated project is deemed defunct.
>
> The SPI Board will try to identify a similar successor project; SPI
> will transfer the assets to the successor's US charity, or hold them
> in trust for the successor. Failing that the assets will become
> part of the SPI general fund.

I mostly agree with the goal of this clarification, but I think this
wording for the final paragraph is slightly more aligned with the
precise legal specifics:

In such a circumstance, the SPI Board will, in its good-faith
discretion, proceed as follows: the Board will identify one or more
other SPI associated projects or 501(c)(3) charities which can accept
the project's assets and use them for a similar purpose, and transfer
the assets to the identified destination or destinations as feasible.
Assets for which no such transfer can be arranged within a reasonable
time will become part of the SPI general fund.

How does that sound? I realize that "within a reasonable time" relies on
the discretion noted at the start of my proposed paragraph, but so does
your wording (e.g. "try to identify" / "failing that").

- Jimmy Kaplowitz
jimmy(at)spi-inc(dot)org

Jimmy Kaplowitz writes ("Re: Resolution 2018-07-11.mm.1: Arch Linux 32 as associated project"):
> In such a circumstance, the SPI Board will, in its good-faith
> discretion, proceed as follows: the Board will identify one or more
> other SPI associated projects or 501(c)(3) charities which can accept
> the project's assets and use them for a similar purpose, and transfer
> the assets to the identified destination or destinations as feasible.
> Assets for which no such transfer can be arranged within a reasonable
> time will become part of the SPI general fund.
>
> How does that sound? I realize that "within a reasonable time" relies on
> the discretion noted at the start of my proposed paragraph, but so does
> your wording (e.g. "try to identify" / "failing that").

Fine by me.

Ian.

--
Ian Jackson <ijackson(at)chiark(dot)greenend(dot)org(dot)uk> These opinions are my own.

If I emailed you from an address @fyvzl.net or @evade.org.uk, that is
a private address which bypasses my fierce spamfilter.

On Tue, 5 Mar 2019, Ian Jackson wrote:

> Jimmy Kaplowitz writes ("Re: Resolution 2018-07-11.mm.1: Arch Linux 32 as associated project"):
>> In such a circumstance, the SPI Board will, in its good-faith
>> discretion, proceed as follows: the Board will identify one or more
>> other SPI associated projects or 501(c)(3) charities which can accept
>> the project's assets and use them for a similar purpose, and transfer
>> the assets to the identified destination or destinations as feasible.
>> Assets for which no such transfer can be arranged within a reasonable
>> time will become part of the SPI general fund.
>>
>> How does that sound? I realize that "within a reasonable time" relies on
>> the discretion noted at the start of my proposed paragraph, but so does
>> your wording (e.g. "try to identify" / "failing that").
>
> Fine by me.
>
> Ian.

Hi,

this wording is also ok with me, however, Enlish is not my first language,
so my opinion might be not that important here :-)

However, I wanted to ask what the status of the resolution in the
Subject is? Is the invitation of SPI already official and it is my turn to
accept it? Or is it still to be approved by the SPI-board?

Regards,
Erich

* Erich Eckner <arch(at)eckner(dot)net> [2019-03-24 18:18]:
> However, I wanted to ask what the status of the resolution in the
> Subject is? Is the invitation of SPI already official and it is my
> turn to accept it? Or is it still to be approved by the SPI-board?

It needs to be approved by board.

Someone on the board needs to propose the updated resolution.
I originally wrote the resolution but I resigned from the board
recently.

--
Martin Michlmayr
https://www.cyrius.com/