SPI invited X.Org to join as Associated Project

[Daniel Vetter]

Hi Jeremy,

On Wed, Apr 13, 2016 at 8:31 PM, Jeremy C. Reed <reed at reedmedia.net> wrote:
> On Sat, 10 Jan 2015, Martin Peres wrote:
> ...
>> and our plans to move to SPI [1]. Here is the git repo for the bylaws [2] and
>> here is a copy of the repo accessible via cgit [3].
>>
>> There are two branches:
>> - master: Current bylaws, in a latex/pdf form
>> - SPI: The changes I proposed for the SPI merge
> ...
>> [2] http://anongit.freedesktop.org/git/xorg/foundation/bylaws.git
>> [3] http://cgit.freedesktop.org/~mperes/xorg_bylaws/
>
> Sorry to bring up something over a year old.
> But that git branch has no updates for years and the cgit interface does
> show commits but they don't match the ProposedBylaws as link in the
> election ballot. (I does contain some of the changes though.)

I'll try to answer as best as I can, but invite other members of the
board to clarify/join me.

> Where is the complete up-to-date (git?) history for the proposed bylaws?

The links are a bit mixed up, the branch under discussion is at:

https://cgit.freedesktop.org/xorg/foundation/bylaws/tree/?h=SPI

> The website http://www.spi-inc.org/projects/services/ says "projects
> *MAY* transfer intangible assets" (emphasis mine) but the proposed
> bylaws says:
>
>   Some powers are held by SPI only and shall not be possessed nor
>   exercised by the Board.  These powers include:
>
>   (i)    Holding funds or intangible assets (trademarks or other
>   Intellectual Property);
>
> The proposed bylaws don't explain about the transfer of these
> intellectual properties.
>
> Another example is SPI says they "can sign contracts" while the proposed
> bylaws says signing contracts is a power held only SPI and "SPI is
> however the only entity habilitated to sign contracts, when mandated by
> the Board." (I think it means only SPI is fit or proper for signing
> contracts.)   By the way, do we know how much time it takes for a
> details to be sent to SPI so they can sign a contract? Overnight? a
> month?
>
> The proposed bylaws has various text about defining equipment and assets
> owned by X.or, but is unclear about SPI's service of "Substantial
> equipment, software or other assets valued at over $300 which an
> associated project purchases with SPI funds are owned by SPI."
>
> The by-laws should be clear on what services they are specifically
> allowing SPI to offer, what services that currently choosing not to
> offer, and potentially say whether undefined/unstated services are or
> are not using SPI. (For example, will X.org use the technical services
> such as authoritative DNS?)

Not entirely sure what you're aiming for, but these sections just
explain how the board is supposed to conduct from a legal pov within
the confines of SPI. Besides that X.org can't do any legal actions
itself it's still the board that runs the foundation. If the board
doesn't decided to take one of these (legal) services from SPI, they
won't be used. SPI won't do anything on its own.

So I think the answer to all your questions above are "If the X.org
board decides so (like before)".

> SPI should be documented better and also mentioned in Definitions.

Yes, this would have been a good addition. We do reference SPI in a
footnote though, so I think it's ok.

> The proposed bylaws changed generic "X Window System" to "accelerated
> graphics stack" and "this graphics stack" in the purpose. Using the term
> "accelerated" and "stack" may suggest that things like test clients and
> (primitive) apps and documentation may not be included. (It was vague
> before I understand.)

Yes, we could have tried to be more open with that. I think the
current wording is better than what's there now, since there's clearly
lots of folks who associated with the foundation who've never even
touched X.org (the window system implementation). The idea of course
is that tools, apps and testcases are all included, too.

> The comment about genders seems out of place.
>
> It doesn't mention anymore if X.org is non-profit. It doesn't mention
> what will happen if SPI agreemen is terminated.
>
> The proposed bylaws don't really explain that SPI has some
> financial costs and what they are and what will be used for.

This doesn't need to be part of the bylaws I think since it's not
necessary for the conduct of the foundation. But you're right it's an
important part to consider. Per
http://spi-inc.org/projects/associated-project-howto/ the current fee
SPI takes is 5% of all donations/contributions. This is on top of all
the normal expenses (banking fee and similar) that we'd need to pay
anyway.

I haven't run exact numbers, but running X.org isn't free either (e.g.
yearly Delaware Inc registration fee that we wouldn't need to pay any
more), and personally I expect the expenses situation for our current
budgets (travel sponsorship for XDC essentially) it'll be a wash.

> Also there were questions in this same January 2015 thread that don't
> appear to be answered in the proposed by-laws.

Unfortunately I wasn't around back then. So if you want more answers,
please follow up with additional questions.

> Again sorry I am bringing this up so late. But the elections ballot I
> thought was for the board only and then saw was for the by-laws too so I
> read more carefully.

No problem, I'll happily (try to) answer them. The only downside is
that we can't change the bylaws for the current elections. But I think
thus far no fundamental flaw (and I hope we'll get a binding result
one way or the other this year, and don't have to go through this
exercise once more).

Thanks, Daniel
-- 
Daniel Vetter
Software Engineer, Intel Corporation
+41 (0) 79 365 57 48 - http://blog.ffwll.ch