DATE: 2024-10-01
TO: Python Software Foundation Code of Conduct Work Group ([email protected]); Python Software Foundation Board of Directors ([email protected])
FROM: David Mertz, Ph.D., Emeritus Fellow of the PSF
The PSF (hereafter “Foundation”) Executive Director, Deb Nicholson, has behaved in a manner that is unprofessional, motivated by personal animosity, in violation of Foundation bylaws, and that violated her fiduciary obligations as an employee and officer of the Foundation.
As preface I will note that I believe that “sunshine is the best disinfectant.” Therefore, I generally anticipate publication of this letter in public fora. I will not, of course, publish any replies—should I receive them—without express permission of their senders.
As recipients of this note will be aware, I have had numerous volunteer roles within the Foundation, dating back to 2008. I had, in fact, been the longest continuously serving volunteer with the Foundation prior to the actions of Ms. Nicholson, discussed below.
During the Foundation election of 2024, concluding on 2024-07-17, I opposed the bylaws change entitled “Allow for removal of Fellows by a Board vote in response to Code of Conduct violations, removing the need for a vote of the membership.” I expressed my reasons for opposition, wholly professionally, on a PSF owned mailing list, and on its Discourse discussion board.
During the course of this discussion, shortly before election results were announced, I wrote a letter requesting conversion to Emeritus status on 2024-07-15. In that note, I expressed discontent with both the motivations for this bylaws amendment and with the manipulation of the discussion by moderators on the Discourse site (including actively changing the words of posts opposing the motion so as to alter their meaning).
At that point, my only remaining volunteer role with the Foundation was that of co-chair of the Trademarks Work Group, which role I had performed continuously for over 15 years. I was (or am) nominally co-chair of the Scientific Python Work Group, but that committee has been quiescent, and may or may not have been dissolved by the Board (no motion supports this, but one Director stated to me personally that they believed it to be so).
Shortly after conclusion of the PSF election of 2024, Ms. Nicholson wrote me with the below text, after first removing my email from the mailing list associated with the Trademarks WG, and probably changing the access credentials to administer that list. She in no way communicated to me any concerns she might have had prior to taking these incautious actions.
Delivered-To: [email protected]
Return-Path: <[email protected]>
From: Deb Nicholson <[email protected]>
Date: Fri, 19 Jul 2024 11:22:02 -0400
Message-ID: <CAAPDYKMH-j1gGV+VyTREmOEKW+SJRTGZggyb6FeOV=ZTOfiGJg@mail.gmail.com>
Subject: Your role on the PSF Trademark Working Group
To: [email protected], David Mertz <[email protected]>
Hello David,
Myself and many other community members have read your recent
writing that you distrust the PSF and that you believe that the
organization needs replacing. I don't think that this attitude is
compatible with the responsibility of serving on a PSF
Board-delegated working group that responds to community members
about sensitive matters on behalf of the Foundation and acting as
a representative of the Foundation.
I want to thank you for your many, many years of service on the
Trademark Working Group, but sadly, at this point I need to ask
for your resignation. If you would like to discuss this with me,
I am available for that, https://calendly.com/deb-psf/30min
Sincerely,
Deb Nicholson
To be clear on the matter, at no point in any communication had I, nor have I since, stated in any forum (nor in any private communication), that I would fail to follow my own fiduciary duties in enforcing the Foundation trademarks, as I had done diligently for more than 15 years. My intention to do so had not changed; if I had felt it would, I would have resigned my position on that Work Group. In actuality, I continue to intellectually and morally support the enforcement of Foundation trademarks.
I absolutely did not, in fact, resign, but was summarily removed by Ms. Nicholson. Because this action was taken without a Board vote, her action explicitly violates the Foundation’s bylaws. I fully recognize that it is within the power of the Board to remove any Work Group member, at any time, for any reason or with no reason. However, even a retroactive vote to perform this action would not create a legal or ethical justification for Ms. Nicholson’s 2024-07-19 violating action.
The violation is not simply a circumvention of the Foundation’s bylaws, but is, in fact, an ethical and legal lapse of her duties as an officer of a United States nonprofit corporation. Specifically, while I am not an attorney, I am a subject matter expert in trademark law, in the United States and, to a lesser extent, internationally. The work I had volunteered over the last 15 years has saved the Foundation tens or hundreds of thousands of dollars that it would have otherwise had to spend in legal fees. Ms. Nicholson’s action will similarly needlessly cost the Foundation tens or hundred of thousands of dollars for counsel to perform these duties, which I have been excluded from entirely out of spite.
I do not have current plans to take legal action against Ms. Nicholson or the Foundation, but I was a member in good standing of the Foundation at the time she took the referenced action, and her fiduciary violation directly affected me as such a member (as well as negatively impacting all other members). Officers of nonprofits have been penalized under law for lesser unethical behavior.
It is my belief that the following would be a correct remediation of this professional and ethical lapse by Ms. Nicholson. Should it be taken, I will be satisfied to let the matter lie. I probably (but not absolutely), do not wish to resume my role as co-chair of the Trademarks Work Group, at this point.
Yours, David Mertz