Nix should become a voluntary association

What advantages and disadvantages would this bring?

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You can read the current Foundation bylaws here: foundation/by-laws/Oprichtingsakte_NixOsFoundation.en.pdf at b29911b7c3c13af4069b3de4c37293a2b27ed20b · NixOS/foundation · GitHub

As I understand, the Foundation board at present exists unto itself, there is no definition of any community or the board’s relationship to that community. Adopting an association model allows the community to have a definite and material relationship to 1.) each other 2.) the board 3. Nix / NixOS. The association model allows for collective decision making and coherent management of project resources.

The disadvantages are mostly needing to do the paperwork etc. to set it all up.

The Netherlands does have its own form of a voluntary association; a ‘vereniging’.

More crucially, however, changing the formal governance form in the middle of a crisis is usually not a good idea. It introduces a significant change in social and power dynamics, and people will need time and space to adjust to that new way of working - which there is not, when a project is in the middle of a crisis, accusations are flying everywhere, and people are not aligned on the goals.

If NixOS were to be transformed from a stichting into a vereniging today, then I would expect the outcome to be extreme amounts of populism to get votes for one’s “side”, rather than a constructive environment of collective decisionmaking. It will turn one governance problem into two governance problems. I’ve seen some verenigingen fail quite spectacularly due to such dynamics, and unlike with a stichting, the failure mode with a vereniging is “deadlock, and nothing can ever get fixed”. There’s no way out.

I’m not necessarily opposed to changing into a vereniging in the long term - but we need to build up a constructive environment where consensus-seeking is possible, first.

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The Netherlands does have its own form of a voluntary association; a ‘vereniging’.

Thank you for this information.

It introduces a significant change in social and power dynamic

Good.

people will need time and space to adjust to that new way of working

Sure.

people are not aligned on the goals

Sounds like something that needs hashed out collectively.

If NixOS were to be transformed from a stichting into a vereniging today

I am not proposing today.

I’m not necessarily opposed to changing into a vereniging in the long term - but we need to build up a constructive environment where consensus-seeking is possible, first.

I am willing to wait and see how things go in Nix-land. But I don’t know who this “we” is. The lack of “we” is what a voluntary association addresses directly.

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Another example would be the OpenStreetMap foundation (OSMF), which is incorporated «as a company limited by guarantee, registered in England and Wales» and does have members which elect the board and vote in the annual general meeting.

While the projects’ topics are sufficiently dissimilar between Nix and OpenStreetMap, this might still be an interesting example, as there are some similarities in organization philosophy, as — to my understanding and knowledge — both foundations were created with these visions:

  • The foundation isn’t to lead the community, but to serve it.¹
  • The project or community isn’t limited to the foundation or its structures / members / actions.²
  • The foundation provides services or products central to the project’s functioning especially infrastructure needed by contributors, but other services or products related to the project (including some for endusers) may be provided by individuals, other non-profits or by commercial for-profit organizations, resulting in a somewhat inhomogenious, decentralized ecosystem around the project.
  • Commercial / for-profit organizations are indeed welcome in that ecosystem, even if their goals don’t always perfectly align with those of the community-at-large or the individual members (especially the contributors) within that community.

¹So far for the vision. Of course in both cases, being the central legal entity in the respective community / ecosystem, the respective foundation will still be where these communities will look for leadership, and providing it (in the case of OSMF with representation of the community through the membership²) can also be considered a service of sorts.
²While only a fraction of the contributors and even a smaller fraction of the non-contributing users are members of the OSMF, that are still magnitudes of community members more than there are seats in either foundation’s board. So this cements at least some community representation not just be convention but also legally.

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I’ve had the opportunity of observing a number of similar organisations (Dutch hackerspaces) run as either foundations (stichtingen) or an association (vereniging), and I’ve found that the association model frequently leads to bikeshedding effects: an inability to come to decisions on major issues, and endless relitigation of minor issues resulting in effective governance deadlock or livelock. This despite these being in-person communities where people have to get along with one another, and the resulting social strife often damages community relationships.

This inability to make lasting decisions led to outcomes worse than merely rolling the dice to pick one outcome would. The constant drama bled community members faster than any unilateral decision could have. If I had another chance, I would not suggest incorporating an association as a primary governance body again. Whatever supposed gains I had from my vote were firmly outclassed by being asked to use it so often.

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If Dutch laws create bad associations, then perhaps another jurisdiction should be chosen. I know that in French law (loi 1901), an absolute majority is all that is required, as well as a single annual meeting (virtual is permitted). I recommend looking at the Guix bylaws translated into English I posted above.

If Nix remains a Dutch foundation in which the board has no real relationship to the contributors, users, etc. then I will support whatever fork actually constitutes a real community. We know as a matter of fact that the current constitution of Nix is not leading to great results: I submit that the lack of real community is a root problem that must be addressed.

I think that laying it on the particular national laws governing a particular legal form is a red herring. The bylaws of a Dutch association could be structured alike in principle.

The weight of “I will leave to get my way” stands only on the strength of your contribution, participation, and investment in the community. I think speaking those words too lightly emphasises how little weight they carry for some. I have certainly not observed a lack of community over my eight years embedded in it. I would appreciate if people threw around these claims and threats less lightly.

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I think that laying it on the particular national laws governing a particular legal form is a red herring. The bylaws of a Dutch association could be structured alike in principle.

This is precisely my point.

The weight of “I will leave to get my way” stands only on the strength of your contribution, participation, and investment in the community.

I maintain some packages and write some documentation. I have only recently become more vocal in this Discourse and on Matrix because I felt the situation was spiralling downward.

I have certainly not observed a lack of community over my eight years embedded in it.

Please pay attention to what I have written: the Nix “community” is merely a notional, vibes-based, abstract entity. It does not have any formal, legal, material constitution. You might like the individuals you imagine to be the community, but that community has the same reality as an informal circle of friends. The purpose of this thread is to propose the material constitution of the community as a real entity.

I would appreciate if people threw around these claims and threats less lightly.

I am not making a “threat” and I am not saying anything “lightly”. I contribute my time and energy for free to Nix. I will not continue to do that unless serious reforms are made. If you think my work or words are not meaningful, feel free to just block me or ignore my threads or whatever.

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nit: it depends on the status of each association loi 1901.

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nit: it depends on the status of each association loi 1901.

nit: statutes

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  1. I think deadlock-proneness depends, among other things, on how many preference splits there are. If you have a close enough split on any relevant enough issue, you have problems no matter what, and the question is how you handle the problems and do you have people good enough at handling such problems.

  2. An undeniable benefit of an association is finally having a fallback definition of a constituency for community voting. Maybe not a perfect one, but a clear one.

  3. Anyone whose preferences include restriction of influence of specific organisations considered manipulative should consider whether redirecting the current monetary contributions to Foundation/event sponsorships to «employee membership fee reimbursement program» will buy more or less influence.

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Note that my concern is merely with treating this as the primary governance vehicle, not with its mere existence, or it being treated as a representative body whose input is taken into consideration.

This is where I feel a tenured final tie-breaker has value: as someone who is placed in the position of finding and ratifying a compromise if one is not easily found, preferably by deliberation with the parties at odds.

I would definitely appreciate having one for this purpose.

This is a very good point, and I appreciate it being brought up.

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Software wise, if we take this direction: Loomio would work right?

A stichting seems like exactly the wrong entity. It is effectively an oligarchy. There can be no challenging of the board (advisory or otherwise) by a larger body of members, and no requirement that they voluntarily give up control. That’s actually how it’s most used legally: to avoid hostile takeovers. Even if you have some side agreement that formed some notional board rotation scheme, it could be made null by any existing board at any time. If any entity lends itself to most reasonably be perceived as a vehicle for total board control by the group it claims to serve, it’s a stichting.

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This is false; that depends entirely on the statutes of the stichting.

Those statutes can be (must be) changed by the board. There is no check on the board in this regard. No one else has any actual power. This is why it is used to avoid hostile takeovers.

A Zulip topic was just created to discuss this, see Zulip for governance discussions for how to join :wink:

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We’re closing governance related discussions, since the official platform for those was declared to be on Zulip.

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