X.Org Foundation Board of Directors 2010 Election

Daniel Stone daniel at fooishbar.org
Wed Feb 10 11:47:11 PST 2010

(tl;dr: Yes, I agree that the Foundation needs to be doing a lot more,
        but nothing we've done is hidden from our members, i.e. board
        members know basically as much as you, and that this is a result
        of lack of time/etc, rather than any desire to keep any
        information private.  Yes, we should be doing better.)


Disclaimer: All of this is off the top of my head.  I could be and am
probably wrong on some of the details.  This does not represent an
official statement on behalf of the Foundation, etc, etc.

On Wed, Feb 10, 2010 at 06:31:32PM +0100, Luc Verhaegen wrote:
> The X.org Foundation exists to best represent the interests of the X.org 
> Foundation members, by being the legal entity responsible for the state 
> of the Foundation. To a large extent, its responsibility is to manage 
> the considerable amount of funds that the X.org foundation has gathered 
> over the years, in the best interest of these X.org foundation members.

Rather.  For the record, I think the current balance is on the order of
~$us150k.  Around the time we dissolved the sponsors' group, we decided
to temporarily stop seeking funds from previous financial contributors,
as we already had more than enough to fund our operations for several

I assume that this will be re-evaluated within the next couple of years,
assuming that we continue to spend money (again, my personal opinion and
guesswork only).

> (for those who wonder about the "best interest of the X.org foundation 
> members", this translates to "in the best interest of the X.org 
> community, but the organization can only officially care about those who 
> signed up")

I wouldn't say that's really true at all.  The X.Org Foundation's
mission is to do things which benefit the X.Org community as a whole,
rather than just its members.  As an example, we agreed to sponsor the
video hackfest, despite many of the people present not even being X.Org
developers, let alone Foundation members, as we felt it would advance
the cause of X.Org in general.

When we sponsor individuals, we strongly encourage them to become
Foundation members if they are not already, but our remit is not limited
to them.  Otherwise non-Foundation members would have to be excluded
from XDC/XDS, lest Foundation spending benefit non-members.

I think this is entirely fair, and see no reason to change it.

> This is what the bylaws state: "The Board shall keep minutes of its 
> meetings in which shall be recorded all action taken by it, and at least 
> a summary thereof shall be submitted to the Members at least annually."
> [1]
> The last time the members were informed about anything to this end was 
> in Oktober 2006 [2].

We've been doing an abysmal job at keeping minutes, but in fairness,
this isn't because of any particular desire to keep anything closed.
Part of the reason I resigned is because of timezones: you get to pick
any two out of America, Europe, and Asia-Pacific when you have meetings.
It's unfair to ask the bulk of the board to shift into inconvenient
timezones and I can't make it work with my schedule, so I haven't been
able to make it to meetings.  I don't even particularly know what goes
on in the meetings because I kept forgetting to rejoin the board meeting
channel, and minutes weren't generated for the board list, either.

Bear in mind though that the channel is open and meetings are held at a
regular time, so everyone has as much opportunity to find out what goes
on during the meetings as me. :)

> For me, an Xorg foundation member who approved these bylaws, the only 
> point for being a member of the X.org foundation is to have some insight 
> into and, through the yearly elections, have a say over how the X.org 
> funds are being used.
> And it seems that, without knowing how the X.org foundation funds are 
> being used, there is little point in having an election.

Sure, that's fair.  One of our appointed duties is to produce a
financial report every year.  This is presented, along with the current
'state of the Foundation', at every XDC/XDS.  I believe this was
presented at XDC2009, but not recorded in detail as the note-takers were
all board members.

For what it's worth, our ability to do anything financial is constrained
by the ongoing saga that is our transition from a Delaware-registered
LLC, where legally the only people who have any say are the original
eight board members, to a 501(c)(3) non-profit, in which the board is
more directly answerable to its members.  However, between the elections
and such, the board already directly answers to its members.

> How can we decide who will best represent the X.org foundation members 
> interests in the future, if we have absolutely no insight as to what has 
> happened in the past?
> Is there any chance that this important information becomes available to 
> the X.org Foundation members still?

Yes, our financial reports should definitely be available for all years
dating back to the Foundation's, er, foundation, on the website for
everyone to see.  That this has not been done is a result of a general
lack of time, as well as things like the 501(c)(3) transition dragging
on for orders of magnitude longer than anyone ever expected, rather than
any explicit desire to keep it hidden.

Individually, our expenditures are reasonably well documented already,
but for various reasons[0] the collective documentation, such as annual
financial reports, have not really been done.  I can guarantee you that
we've not been blowing all the Foundation's cash on 'entertainment' for
Board members and such[1].

It's worth noting that you're pretty much the first person to have ever
asked about this, and that members at foundation.x.org is almost entirely
dead but for traffic around election time; board at foundation.x.org is
also almost entirely devoid of questions from members.

It'd be great if the membership was more involved, and you're all more
than welcome to attend our IRC board meetings, et al.  Part of the
reason I resigned was because I don't even really have time now for X
development, let alone board stuff, so I quit in the hope that fresh
blood would spring up who could be more actively involved, especially
with things like this.

Hope that helps.


[0]: Namely, it's been incredibly difficult to even get a statement out
     out of our current bank.  We've been hoping to switch for quite
     some time, but unfortunately this is basically predicated on the
     501(c)(3) transition.
[1]: When basically the entire board is present at a conference, we have
     generally taken the opportunity to have an extended -- usually two
     hours plus -- meeting over lunch or dinner, which is then expensed.
     When this was done at Cambridge, I believe the cost was on the order
     of £20 per head.
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