I explained myself in other venues (namely the documentation room in Matrix) and made amends with all parties. Everyone directly involved has moved on from this episode.
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I decided to check - and indeed, you did explain yourself in the docs room in Matrix (link (can be viewed publicly). I also saw Domen highlighting that you didnāt manage the conflict of interest correctly link. You handled the conflict gracefully and stepped down, and Domen offered apologies for being too harsh in places.
So yes - you explained yourself, and I think amends were made. If you feel like I missed something or left something crucial out for your defense - feel free to speak up. I publicly accused you, so you do have the right to have your name be cleared of doubts. Also, I feel like I owe you an apology - directing an accusation was a dirty move from my part. I have my reservations about how the situation was handled from what Iāve seen. I wonāt assume your intentions - but your explanations are enough for me to think that they could be pure and in good faith, so Iāll assume that unless Iām confronted with evidence of the opposite.
However, I disagree that everyone has moved on. As Domen highlighted - the issue still circles back to Eelco, because he held the largest conflict of interest there, being your boss, project BDFL and also a member of Foundation, which was the closest thing to an authority figure back then. I mentioned that you handled the conflict gracefully. You accepted the criticism, made a statement, and resigned. Eelco did not handle the conflict gracefully - he made a statement that claims he resigns, and just continued doing more of the exact same thing.
I donāt know you as a person or what happens in DetSys internally, but I want to say this. Reading back your statement from documentation incident, you apologize for any potential harm caused by your mistakes - and thatās valid. But you also apologize for any potential harm caused by DetSys the company - and I do not accept that. You are not DetSys. You are not the company. You are not an official representative of the company. You are also not your own boss. You are also not the single largest authority figure in the NixOS community. Thereās a person whoās all of that at the same time, and he has a name, and his name is Eelco Dolstra, and he is the one who owes the apology for HIS actions and for actions of the company that HE is taking charge of. This is not your apology to give, not your responsibility to take, and not your conflict to manage.
And this is precisely the problem. You might have the best of intentions - but you dance around Eelco as if heās an infant, unable to defend himself, unable to take criticism and responsibility for his actions. I donāt blame you for it - you are giving him a good faith reading. A lot of people have done that. Iāve done that. I went ahead and tried to make Eelco a defense case that he himself absolutely refuses to give or acknowledge, because I tried to put my good faith into him. That happened time and time again, with many very different people, to the point that most people stopped trying, and the community is fractured into pieces.
So Iām sorry to say, but the best reading I can give is that your coworker is clueless and irresponsible to an astronomic degree. But I find it unlikely, so the conclusion I come to is that your coworker is malicious. So please, donāt defend a malicious person - this isnāt something noble, this is just affirming their damaging ways. If Eelco still has it in him to care, heāll do fine defending himself.
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Iām going to opt not to engage further on this, but I did want to express that I appreciate your apology and you seeking out further information with an open mind.
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For clarification ā as there is a question of interim handling Foundation paperwork obligations (some of it in Dutch), and there is a question of decision making.
As a member of NCA I can confirm that our references to board opinion are about getting feedback from Ron Efroni, the sole person remaining who has not stepped down from board decisions, and, as far as I could observe, the sole person making any board decisions (in a wide sense of decisions).
Ron will also be the sole remaining board member from the point of view of the SC feedback procedure.
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I apologize in advance if this message isnāt crafted well as Iām on the 12th hour of a 16 hour journey to Berlin - spotty internet, āgreatā food and minimal sleep. My top priorities have been ensuring continuity, and maintaining sustainability within the Foundation. I apologize if Iāve missed anything personally during this time. Also apologies for lack of linking to other docs/posts since the internet is indeed horrible.
Clarifying Recent Items and Board Dynamics
- Eelcoās Departure: Eelco formally stepped down from the Foundation at the time of his post. He officially doesnāt make any decisions, votes or attendance in board meetings since. During and after his departure, the remaining board members worked diligently to restore stability. This effort led to burnout among several board members, leaving me as the sole person formally maintaining operations within the Foundation.
- Managing Responsibilities: To handle these responsibilities, Iāve decided to split my time between ensuring our legal entity remains activeāwith significant help from our part time hire, Kateāand supporting the Nix Constitutional Assembly (NCA) focusing on achieving a long-term governance resolution.
- Board Rotation Process: While Iāve been able to take on these interim responsibilities by sacrificing some personal and work matters, one task I couldnāt complete was reducing the board size below three members due to bureaucratic and legal constraints. Therefore, we needed to wait for the Steering Committee (SC) to assemble and assist with the new formal Board Rotation process. This is why you see non-board members still on the legal documents/website. Though it is valid feedback to remove folks on non-legal platforms.
- Eelcoās Continued Involvement: Eelco continues to assist with financial approvals, but his involvement is limited to that area. Once the SC is formed, we will proceed with the board rotation process, which I was preparing to present in the State of the Union address at NixCon. This is also due to an issue with requiring Dutch speakers/access to some of our bank platforms.
Iām here for anything. Ping me and Iāll do my best to respond/resolve. Iāll be landing in Berlin in about 6 hours so also happy to meet in person!
Very excited for what the team bringing NixCon together has been working on for a long time!
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Read: this wasnāt actually compliant to the foundationās statuses, which require at least 3 board members or an active effort to replace the missing board members āas soon as possibleā (āzo spoedig mogelijkā in the original dutch document). So being in a long term (5+ months) situation with less than 3 board members would probably be illegal. From the translation of the statutes:
But who knows, maybe judges would consider that 5 months with no active search is acceptable for a foundation holding hundreds of thousands of euros in assets. I havenāt studied the law.
Not the first time the foundation plays games with board memberships not being properly reflected in the official documents anyway. As far as I know, Jonas was never actually registered as a foundation board member to the KvK, even though he was announced as a board member and listed in NixOS resources as being a board member (presumably also: having decision power as a board member) for a very long time.
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Thanks for bringing in the proper clause @delroth! (Wasnāt able to pull in links/pictures during the flight)
To further clarify, there is an ongoing effort with intentionality behind the ordering. Itās the creation of the NCA, the process of defining a new governance structure, now the election of the SC, and following that, the rotation of the board with direct involvement from the voted in community SC.
Personally, I can see how this would feel like itās going on for a long time, but I do trust the process the NCA has set in motion.
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Ah, I see, so is there a bylaws change associated with this? Because it sounds very much like youāre giving control of the board to another non-incorporated entity, and I donāt see how that would ever work legally so Iād love to see what your notary has cooked up.
Does the SC end up being a registered UBO of the foundation?
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The bylaws are extremely simple. The old board members choose the new board members. The end.
How they come to that decision is irrelevant. If they got advice from the SC to make that decision thatās okay. I donāt see how that would require changes to the bylaws. We could do that and make the SC an official āRaad van Toezichtā but thatās more restrictrive.
Like. The current bylaws are flexible on purpose. They are permissive. That doesnāt mean that the board canāt voluntarily act more restrictively (by e.g. taking advice from people on who to choose as next board members).
We could make the bylaws more restrictive and make it mandatory to take advice from third party (Raad van Toezicht). But that doesnāt mean we canāt voluntarily take advice from a third party. Thatās a really weird train of thought.
I feel like youāre trying to poke for some kind of ācatchā or āconspiracyā really hard that simply isnāt there. Itās kind of annoying.
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Prior to appointing a new board member, the board shall inform the SC and give the SC the opportunity to object to the appointment by simple majority. In case of objection, the SC shall privately provide the written reasons to the board. The objection of the SC is binding to the board unless recalled by the SC.
(emphasis mine)
Oops?
(This is just the first one I found in there, there are multiple other places that imply that the SC controls board membership, not as an advisory function.)
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It doesnāt, the governance constitution is a social contract, not a legal one. In the NCA we didnāt identify a need to make legal changes, because the board is more than willing to delegate relevant community decisions to an appropriate leadership body, otherwise we wouldnāt be at this point.
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Which is fine? Again I donāt see the problem? As I wrote, we can decide to act more restrictively when our bylaws are more permissive. It just means that if the board decides to ignore the SC the SC has no legal recourse to challenge that decision. But weāre all human beings here. Not evil movie villains trying to steal money in some grand conspiracy
I think priorities are:
- Find candidate board members that actually wanna clean up this mess instead of trying to question everyoneās good intentions every 5 seconds and dragging everyone into negativity.
- WIth new board members think about potential changes we want to make to bylaws. If at all. Maybe we do want to make the SC a legal thing. We can do so. Maybe we donāt. Sounds like something the new board members, who have motivation and energy to actually do something, can discuss in detail with a notary if needed.
I think youāre really being anti-productive. It doesnāt foster an environment of healing and I personally do not welcome it.
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I think to be fair, DetSys behavior has been dishonest to the point that they shouldnāt be given the assumption of good faith.
But thatās not the case for Ron. Seems to me that there has been a communication issue, and that the post on eelcos departure isnāt clear enough at outlining the practicalities of his removal (even if it does mention the issue tracker and such). Likewise, itās obviously not sufficient to state these things in a Matrix room, which is essentially a backchannel that most users wont see, which may lead to them having the false impression that Eelco is in no way attached to the board, when that is clearly not the case.
Contributors have, in the past, used this kind of concealment to avoid legitimate criticisms in ways that seem malicious and unjust. But so far, I donāt think thatās the case here.
I hope we all give Ron the reasonable assumption of good faith (until reasonably shown we shouldnāt). Being the single person left on the board keeping things running must be a lot of work.
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