From bugs@gnu.support Sun Mar 28 08:55:29 2021 Date: Sun, 28 Mar 2021 08:55:29 +0300 From: Jean LouisTo: info@fsf.org Cc: libreplanet-discuss@libreplanet.org, Richard Stallman Subject: Director Transparency Engagement Message-ID: MIME-Version: 1.0 Content-Type: text/plain; charset=utf-8 Content-Disposition: inline Content-Transfer-Encoding: 8bit User-Agent: Mutt/2.0.6 (2021-03-06) Dear FSF, This email has been sent in somewhat different form to RMS on October 12, 2019. As you are now about to change by-laws, I think that the information here may be relevant to straighten the FSF as nonprofit corporation for the future. I have been working as corporate registration provider since 2002, and have incorporated hundreds of profit and some nonprofit corporations for people all around the world in various jurisdictions. In my opinions there is duty for RMS and FSF board to ensure the future of its FSF mission, its FSF goals, then the support of the GNU Project, and its (FSF) campaigns. Purpose of this email is to point out to weak elements in legality of the FSF that can be improved by adopting new well defined purposes, legally adopted fundamental principles for FSF, chosing of board members, and conflict resolution. The Articles of Foundation have been published on this page: https://www.fsf.org/about/financial -- not sure if link works. Articles of Incorporation of FREE SOFTWARE FOUNDATION, INC.: https://static.fsf.org/nosvn/fsf-incorporate.pdf By-Laws of FREE SOFTWARE FOUNDATION, INC.: https://static.fsf.org/nosvn/fsf-amended-bylaws-current.pdf The Articles of Incorporation are mentioning that the purposes of the corporation are formed as follows: The corporation is formed for literary, educational, and charitable purposes with the special purpose of i) encouraging, fostering, and promoting the free exchange of computer software and information related to computers and other technology; ii) distributing and disseminating software and information related to computers and other technology; and iii) increasing the public's access to computers and other technology devices. COMMENTS ON THE PURPOSES: ========================= They are vaguely written. The purposes do not mention "free software" neither free software freedoms. It does not mention any difference in proprietary software, it mentions free exchange of computer software. The message on the FSF website is: "The Free Software Foundation (FSF) is a nonprofit with a worldwide mission to promote computer user freedom. We defend the rights of all software users." That message is not aligned with purposes of corporation. Does it matter effectively? It does matter, as purposes as in the Articles of Incorporation shall be aligned with what the corporation is actually doing. Purposes do not mention any "freedom", while FSF does have real purpose of "freedom". Authority to establish a corporation comes from the US constitution, and/or Constitution of Commonwealth of Massachusetts. Then comes the General Laws of the Commonwealth of Massachusetts relating to non-profit corporations. Further authority for the FSF is given by its founder who has set the corporation's purpose. After articles have been laid out, the corporation is free to establish its own by-laws: https://static.fsf.org/nosvn/fsf-amended-bylaws-current.pdf The FSF page: https://www.fsf.org/about/ says: "The FSF maintains historic articles covering free software philosophy and maintains the Free Software Definition—to show clearly what must be true about a particular software program for it to be considered free software." -- and in that regard I hope that it will remain apolitical, not political for anything but free software politics and human rights in computing. Review the Articles of Incorporation together with the lawyer, get a true legal advice so to ensure that you can have FSF functioning in future without the perversion of its purposes. The FSF corporation was formed according to General Laws, Chapter 180, reference: https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXXII/Chapter180 The Articles of Incorporation shall be changed in my opinion as they do not reflect truly that what you wish, and what FSF is promoting. I would propose that Articles of Incorporation state as its purposes following subjects, and that FOLLOWING SUBJECTS BECOME INCLUDED IN ARTICLES OF INCORPORATION: - promote computer user freedom - defend rights of all software users - maintaining and acting exclusively by authority of free software philosophy, basically and mostly RMS's writings (and other authors) - maintaining the Free Software Definition to show clearly what must be true about a particular software program for it to be considered free software. - establishing licenses Without incorporating "free software philosophy" in Articles of Incorporation or By-Laws -- FSF is legally free to deviate and do what it wants, for example, it could promote "open source" instead in next 10 years. One important point that shall be exclusively placed into Articles of Incorporation or By-laws is that FSF, then also sponsored GNU project, its website, and any of accepted GNU project software pieces shall be in relation to other politics but free software, politically independent as to prevent other politics mixing into free software promotion. This divides community. We are united because of free software, because we found something that we share in common regardless who is who, who thinks what, in their own life, who is promoting other purposes in their own life, etc. We shall keep the principle of uniting people for reason of sharing free software and using free software or creating it, without introducing other politics. In particular, following statement shall be set in Articles, from: https://www.gnu.org/philosophy/kind-communication.html "The only political positions that the GNU Project endorses are (1) that users should have control of their own computing (for instance, through free software) and (2) supporting basic human rights in computing." The same sentence, without mentioning GNU, may be set in By-laws or Articles of the FSF. To change the Articles of Incorporation, founder or voting members, need to get support of at least two-third of members entitled to vote on. Please see General Laws, Chapter 180, Section 7: https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXXII/Chapter180/Section7 whereby it says: "Section 7. A corporation may authorize, by vote of two-thirds of its members entitled to vote thereon or, in the case of a corporation having capital stock, the holders of two-thirds of its capital stock entitled to vote thereon at a meeting duly called for the purpose, with notice given as provided in section six B, any amendment of its articles of organization, including a change of its purposes or name, or a restatement of its articles of organization which restatement may affect any permitted amendment; provided, however, that any provision added to or change made in its articles of organization by such amendment could have been included in, and any provision deleted thereby could have been omitted from, original articles of organization filed at the time of such meeting; and provided also, that no articles of amendment or restated articles of organization shall be approved and filed by the state secretary (i) if as a result thereof the name of a corporation subject to section twenty-six would be changed, until after approval of such change by the state secretary, or (ii) if the purposes of any corporation are to be amended to include purposes which are such that the articles of organization of a corporation newly organized under this chapter for such purposes must be approved by any department or officer of this commonwealth as a condition of organization under this chapter, until after approval of the articles of amendment or the restated articles of organization by such department or officer. Articles of amendment shall be signed and submitted to the state secretary in the manner prescribed in and subject to section seventy-two of chapter one hundred and fifty-six B, and restated articles of organization shall be signed and submitted to the state secretary in the manner prescribed in and subject to section seventy-four of said chapter one hundred and fifty-six B." I also think that FSF does not carry on its activities by knowing its By-Laws as it should, in fact I think that those people are not even aware of By-Laws and not act upon it. And if your people in the FSF truly believe the cause, which I do believe they believe, they shall themselves propose to straighten the rules, to establish better articles of incorporation with better defined purposes and to stick to the rules and policies of the founder. FSF shall act upon the policies (free software philosophy and others) of the founder, which is how it should be in one such foundation, and if policy of the founder is to maintain only political positions that the GNU Project endorses such as (1) that users should have control of their own computing (for instance, through free software) and (2) supporting basic human rights in computing. WHO SHALL BE ON THE BOARD? ========================== People shall be chosen or invited on the board of FSF by their merits in relation to free software: - people who promote principles of the FSF as envisioned in the new Articles/By-laws: promoting free software, users freedom, campaigns and free software philosophy; - people CANNOT AND SHOULD NOT be accepted who have various conflict of interests in their life: working for "open source" companies is a conflict of interest; working for cloud service providers in the same time is a conflict of interest; working or creating proprietary software is a conflict of interest; IT SHOULD BE DEFINED what is conflict of interest as when it is not aligned with the proposed FSF purposes as above, then FSF will be accepting in future dubious people who will negatively impact FSF; the core of FSF has to be very on-purpose; - board members shall be free to express their different opinions how they wish and want, but expressing those opinions shall NOT BE through the communication lines of FSF as that corrupts organization for private opinions. However, different view points and promotion of other politics MAY come and become conflict of interest, and it shall be set clear that people who are in disagreement with basic fundamental policies of FSF (software freedom, proper terminology, free software philosophy) -- such cannot and should not be on the board. - free software terminology has to be known by board members, as promotion of free software has to be aligned to free software philosophy; - free software maintainers; programmers, contributors, who respect and follow the free software philosophy as written by RMS and others; those who deliver free software speeches worldwide, aligned to FSF purposes, or otherwise "got it" and are willing to make significant contributions to FSF aligned with its purposes, and free software philosophy; - it should be PROHIBITED to use FSF communication lines such as mailing list, websites, promotional materials, conference, to promote other politics but free software politics and philosophy as its purposes and activities will be diluted over next years and decades; Only people truthful and loyal to free software philosophy shall be voting members in the FSF. Even the Articles of Incorporation shall in its re-statement say that voting members could be only those devoted to free software philosophy and other important principles. Best would be that voting members in the FSF give their loyalty to free software philosophy and remain apolitical and restate Articles of Incorporation, and then also enforce apolitical independent viewpoint on maybe GNU.ORG and FSF.ORG pages. And that could solve everything. IN REGARDS TO CONFLICT RESOLUTION ================================= For conflict resolution: ======================== 1. Establish in By-Laws, that committee consists of not less than 5 people from Board elected to be the committee for conflict resolution; 2. Establish in By-Laws, that any private events, private opinions, private interaction with any person, of a board member, that did not take place in premises of FSF, or on communication lines of FSF such as mailing lists, websites, or in conference rooms, shall not be solved by FSF, as it is obviously private matter; and such events and conflicts shall be resolved privately; 3. Establish that none of board members, voting members, directors, shall be inadvertently judged or sacked by the FSF for reasons of third party accusations, rumours, or for reasons of their opinions in absence of fraud and in absence of crime; as long as such events did not take place in any of FSF rented or owned premises, or on FSF communication lines; 4. Establish that all voting members, board members, directors, before expressing their disgruntled opinion in public shall rather report to Conflict Resolution Committee, which shall hold those reports for future in archive; 5. Committee shall ask the reporter to participate in a session where both the accused and reporter are faced together, where Committee shall bring about conflict resolution and find the truth; this protects foundation from outside hostilities, and from people who have double interest, or conflicts of interest; if they wish to solve something, they can solve it directly with the person with help of mediators; 6. If a voting member, director, board member, refuses to commit to conflict resolution within maximum of next 3 months, such report event should be recorded that reporter refused to peacefully mediate with the accused with help of mediators (Committee) and no report of that kind should ever affect a position of the accused in the organization. All reports, and resolutions should be held in paper archive for future. 7. No reports shall be accepted from public. Committee is there for internal correctness of the FSF, not for solving public issues. 8. Committee and the FSF itself shall NEVER decide on future of any of directors, voting members, or founder, "in absence of fraud" and in "absence of crime" on some rumours or public image smearing campaigns; but shall look exclusively into merits of a person in question and value that person gives back to FSF as aligned to its purposes. FSF should follow the principle that everybody is innocent unless proven in court otherwise. 9. Committee shall be fact-finding team that shall exclusively disregard all information that cannot be proven or admitted, and list information that can be proven. 10. Committee shall give its fact-finding report to Board for further resolution. You should adopt the conflict resolution policy and always keep following principles in deciding about voting members: - "in absence of fraud" and "in absence of crime" -- all voting members and board members, directors, shall be held liability free for rumours, hate mongering and outsider's request to change its organizational structure; FSF's purpose is not to judge their private opinions that are outside of the scope of FSF and do not promote views opposite to FSF works. - views promoted by voting members, board, directors, that are published and are directly contradictory to FSF fundamentals shall be reported as offense to Committee or board. - FSF shall, in relation to its directors, voting members, and the board, consider ONLY THEIR MERITS AND DEEDS as conducted for the FSF in their duty, and not their personal opinions which are not directly contradictory to FSF fundamental; Examples of events for directors, voting members, board of FSF: =============================================================== - person has well known for working in cloud service provider controlling users' freedom - such person does not qualify to be on FSF board, as voting member, or director -- but can or could qualify to work at FSF, make internship or similar; become associate members, etc. That keeps the core FSF protected from conflicts of interest. - publishing private opinions on their website, NOT related to: FSF directors, management, board, voting members, not being contradictory to free software, not being contradictory to free software philosophy -- should be remain private and FSF should never even mention such opinions through FSF communication lines. Life of directors, board, voting members, shall be their life. FSF shall not become inquisition board. - publishing private opinions and criticism on their website, directly related to: FSF directors, management, board, voting members, shall NOT be considered proper, as such things should be brought by responsible person first to FSF, its board, voting members, directors or Committee and not published privately as such act is clearly showing that person has different intentions; it should be reported and reviewed; In other words, if somebody is not a member of the house, shall be free to do what they wish and want, but if a person becomes member of the house, problems with the house shall be solved internally, not externally, and not by informing neighbors, as that would not be a fact-finding action, but propaganda action. Jean
fsf gnu rms corporation non-profit foundation free-software
Copyright © 2021-03-31 19:32:56.943029+02 by Jean Marc Louis.
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