Timothy Miller wrote:
On 7/8/06, B Salmon <[EMAIL PROTECTED]> wrote:
Getting the foundation on the way sounds real good. and using the OGF
name
may not matter too much as we would be using the acronym, which would
not
really associate it with graphics. As long as the charter allows for
other
hardware options this may not be a problem.
I would still lean towards Open Hardware Foundation (OHF) as the more
generic option since all the business fillings will need to use the
non-abbreviated version. In the end, I would love to see the foundation
oversee the design and manufacture of a completely open computer
system. The graphics card is just a really good starting point.
It seems from earlier conversations that obtaining tax free status is
very
difficult in the States, and because of the penalties incourred if
this is
lost, any patents or copyrights which it owns could be at risk.
While it is technically possible that a court could order the sale of
such items due to bankruptcy, the loss of tax exempt status would have
no bearing on any patents or copyrights held by the foundation other
than as a possible source of revenue to help settle financial penalties.
Perhaps
1. Use another foundation/organization to hold and protect the
Ownership of
copyrights/patents if we decide to do this.
For instance, Traversal. If the OGF in some way paid for it, then the
contract would require Traversal to grant free license to GPL users,
OGF, and other important groups.
My answer to this is in reference to generic "business", not Traversal.
Please take no offense Tim, as you have pointed it out yourself.
Traversal is a business and it's job is to make money and sustain
itself. A business may start out with the most altruistic intents.
But, management changes, hard times come and go, circumstances change.
Whether you agree with it or not, look at the storm surrounding Google.
In a prior thread many moons ago, there was discussion about the
licensing surrounding the RTL code. The general consensus was that it
would be made available under an open license at some point in the
future and several ideas about how to ensure that this happens were put
forth. Like it or not, a business really cannot enter into a legally
binding agreement with "the community". They can make a pledge to "do
the right thing" but all it is is a pledge. To make it legally binding
a business must enter into an agreement with another legal entity. In
this case it would be the foundation, whose purpose is to represent the
community in the business realm.
2. Use the US but accept we will have to give tax. (this may not be a
very
bad idea - it will be central and free from exchange rate movements,
and at
least we all comprehend what the tax situation is)
Given that Traversal is a US company, it might just make things
easier. Also, where are most OGP members from? If they're more from
europe, maybe we could do it from an EU state.
I have pondered this a good bit. First, let me say, there are two
different type of non-profit corporation under US federal and state
law. One is really a subset of the other. The basic non-profit is
exempt from most corporate taxes, however donations a not tax deductible
by the giver. The second is what most people think of when they think
non-profit (ie charities) and that is a non-profit corporation under IRS
501(c)(3). In this case, donations are tax deductible.
The tax deductible status of of donation is a big bonus. It certainly
provides a greater incentive for individuals to donate. It also opens
up opportunities to receive grants and such from other organizations, up
to and including the government. It does put further limits on the
company though.
Should we decide to form the foundation and decide to host it outside
the US, the foundation would still have to jump through all the same
hoops in the US. It would need to be licensed for business in the US as
well as be registered with the IRS, etc. I assume the reverse is also
true if the foundation is formed as a US company. If someone wanted to
do some research of what a US non profit corporation would need to do to
be licensed/registered in the EU as a corporation and as a non profit,
that would be very useful.
3. find an organization which will do this paper work for us to make
sure we
dont have tax - FSF help here?
Could be. I tried contacting them once, but got no response. Perhaps
someone else will have luck.
I personally have reservations about involving the FSF too deeply in
anything we do. Whether or not you agree with their current stance
surrounding the GPL, it is certainly polarizing and splitting the
community. Richard Stallman may not be considered the most tactful or
compromising individual in some circles. For better or worse, the FSF
has a lot of history and perceptions attached to it. I have considered
getting in touch with the Mozilla Foundation though, as there position
in some ways mirrors what we are trying to do. I have also found some
legal resources that will assist with both the incorporation and IRS
paperwork, for example: http://www.501c3.org/index.html. I also have a
few contacts in the business legal community here that I can bounce
things off of.
4. Use another country. Perferrably one which uses the US$ (harder to
keep
together and not central)
Yeah, exchange rates can be a problem. But you might be able to
manage most of the money in USD even if you're in Europe or Asia. I
bet many Swiss banks handle lots of different currencies.
We are going to have exchange rate problems, regardless of how we
approach this. This is something that will need to be studied a bit
more to determine the most effective and least painful (unfortunately
rarely the same) ways of handling the problem.
Something everyone needs to consider, especially those who may become
involved in forming and running a possible foundation. This is not a
minor undertaking. This is the formation of a corporate entity, no
different than any other company, save perhaps the size. It moves
participation in the Open Graphics project from an fun "hobby" to
helping run a business. They are legal requirements for execution of
duties, for filing formal paperwork with (in the US) Secretaries of
State as well as the IRS. Formal books must be kept and accounting
principles adhered too. Decision on corporate governance, structure,
shareholders, and bylaws must be made. Yearly reports created and
distributed, board and shareholders meetings planned, scheduled and
held, in short, all the things necessary to run a major corporation.
Due to our size, many things will be simpler than for say Intel or the
like, but they are still required.
Now, after everyone ponders just home much work this will all be and how
little fun it will be, consider what we get in return. This helps make
the project more "real". Not just real from the point of view of those
working on it (we know it is), but real from those looking in from the
outside. One of the perceived problems, from the business point of
view, with open source is the lack of structure and lack of an entity to
work with. One of the perceived problems with business, from a
community point of view, is the focus on the business bottom line,
especially at the expense of the community's altruism. This foundation
would help address those problems and bridge the two disparate worlds.
From the point of view of those who may provide funding, especially
folks like Universities, it gives them a much better feeling and
understanding about where their funding will be going and how it would
be used.
I'll get off the soap box now. :)
Patrick M
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