Sorry to jump into this thread late -- a supporter of Conservancy noted
to me that it might be valuable for me to comment on this thread. Feel
free to ignore this email if it's not helpful.
I read through the posts on this thread, and it seems to me that Node.js
is facing a standard decision that comes up in the life of most Open
Source and Free Software projects. Specifically, the community is faced
with the decision of whether the project should be housed at a specific
for-profit company, or have a non-profit entity behind it instead.
Further, people are considering if the latter is pursued, whether the
Node.js community should form its own non-profit or affiliate with one
that already exists. (BTW, I don't think *how* you came to that
crossroads matters that much, actually: the issue has been raised and a
decision is before you.)
Choosing a governance structure is a tough and complex decision for a
project -- and there is always some status quo that seems easier. Thus,
I'm not surprised there is a certain amount of acrimony in the debate.
I have my own biases on this, since I am the Executive Director of a
non-profit home for Open Source and Free Software projects and have
studied the issue of non-profit governance for Open Source and Free
Software for the last decade. I have a few comments based on that
experience that might be helpful.
The obvious benefit of a project housed in a for-profit company is that
they'll usually always have more resources to put toward the project --
particularly if the project is of strategic importance to their
business. The downside is that the company almost always controls the
trademark, perhaps controls the copyright to some extent (e.g., by being
the beneficiary of a very broad CLA), and likely has a stronger say in
the technical direction of the project. There will also always be
"brand conflation" when something happens in the project ("Did the
project do it, or did the company?"), and that's observable here with
the confusion around recent events.
By contrast, the main benefit of a non-profit is that a non-profit
entity is legally required to balance the needs of many contributors
and users (while a for-profit entity only needs to consider the interests
of its own shareholders). Thus, non-profits are a neutral home for
activities of the project, and a neutral place for the trademark to live,
perhaps a neutral place to receive CLAs (if the project wants CLAs),
and to do other activities for the project (Conservancy, for its part,
has a list of what services it provides at
https://sfconservancy.org/members/services/ )
There's also difference among non-profit options. The primary two USA
options for Open Source and Free Software are 501(c)(3)'s and
501(c)(6)'s. 501(c)(3)'s have to always act in the public good, while
501(c)(6)'s have to act in interest of its many different for-profit
members. I'm a fan of the 501(c)(3) style of non-profit, again, because
I help run one. The choice between the two really depends on whether
you want the project run and controlled by a consortium of for-profit
businesses (the 501(c)(6) option), or if you want the project to operate
as a public charity focused on advancing the public good by producing
better Open Source and Free Software. BTW, the big benefit, IMO, to a
501(c)(3) is that the non-profit *only* represents the interests project
with respect to the public good, so its motives are never conflated with
any corporate interest -- single *or* aggregate.
If you decide you want a non-profit, there's then the decision of
forming your own non-profit or affiliating with an existing non-profit.
Folks on the list who have said it's easy to *start* a new non-profit
are correct; the challenge is in keeping it running. It's a tremendous
amount of work and effort to handle the day-to-day requirements of
non-profit management, which is why so many Open Source and Free
Software projects choose to affiliate or join with an existing
non-profit rather than form their own. I'd suggest strongly that the
Node.js community look at that option, in part because many non-profit
umbrellas permit the project to later "spin off" to form your own
non-profit, so affilation is not always a permanent decision.
Anyway, I'd be happy to talk (by email, phone or IRC) with anyone in the
Node.js community about joining Conservancy specifically, or even just
to talk through all the non-profit options available. There are many
options and existing non-profits, all with their own tweaks, so if the
Node.js community decides it'd like a non-profit home, there's lots to
chose from and a lot to consider.
I'd note finally that the different tweaks between non-profit options
deserve careful attention. I see a few people commenting that
structures imposed by non-profits won't help with what Node.js needs.
However, not all non-profits have the same type of structures, and they
focus on different things. For example, Conservancy doesn't dictate
anything regarding specific CLA rules, licensing, development models,
and the like. We generally advise about all the known options, and help
the community come to the conclusions it wants and implement them well.
The only place Conservancy has strict rules is with regard to the
requirements and guidelines the IRS puts forward on 501(c)(3) status.
Meanwhile, other non-profits *do* have strict rules for development
models, or CLAs, and the like, which some projects prefer for various
reasons.
[ I do apologize if this message came through multiple times. I've been
struggling for two days to get Google Groups to accept posts from our
mail server. ]
--
Bradley M. Kuhn, Executive Director, Software Freedom Conservancy
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