On 7/9/06, Patrick McNamara <[EMAIL PROTECTED]> wrote:
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.
Fair enough. I'm explictly laying no claim on or asserting control over the OHF. What they decide is what they decide. :)
>> >> 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.
True. I consider myself a member of the community, one which I don't want to harm in any way. But the fact that I'm also president of Traversal is going to taint my image for many people. Plus, if Traversal were to get bought out (twice, because we wouldn't sell it directly to anyone we didn't think would uphold our ideals), the community and the foundation would need to have the ability to continue on their own. One of the first things that OHF should do is consider the issue of Traversal's release of the "withheld" RTL. That is, regarding the time delay and such. Write up a proposal for how you think it should be handled. Be sure to cover every way in which early release of the IP could hurt our cause. Remember that if Traversal can't do business, then Traversal goes out of business, and you're left without your principal hardware engineers (who will have lost their shirts and will have to struggle to recover their lives), and it will look very bad for the general viability of open hardware. If the proposal is sound, then Traversal can release the RTL into the hands of the OHF who will then release it under agreed-upon parameters. Note that I don't have an opinion from Andy or Howard on this, so it may not fly, so there are no promises. Here's what scares the crap out of me: Say we have a bank loan for fabbing the chip. We release the RTL too soon, and some other company builds their own identical chip, completely legal under the GPL, and undercuts us, making it impossible for us to pay back our loan. On the other hand, if we were in the black, and someone did this, it would just piss me off. On the third hand, if we'd more than made back our investment, and we were already on the next generation chip, we'd probably just use this other vendor as a second source. Note to those considering copying our design: It would probably be best for all to form a partnership with us so that we all profit from it and can continue development unimpeded. Those who are interested in the design for the sake of Free Software should have a mind towards future development and community growth. Sharing the wealth something I'd like to do. I'd LOVE to have enough surplus profit to be able to hire FOSS developers to work on just whatever. That concerns me is any situation that would prevent us from continuing to develop FOSS-friendly hardware. I started this project because I want to use this stuff myself! [Your rant and mine are now an even trade. :)]
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.
This, to me, is one of the primary purposes behind the formation of the OHF. OHF board members can be community-elected. Their whole purpose is to represent the interests of the community. And they serve as a way for the community (via representation) to make "deals" with Traversal and vice versa. (Many of which would be legal or political formalities.)
>> 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.
Another thing that concerns me is export and trade laws that restrict certain kinds of technology and IP from being shared with non-US entities. For us to escrow our RTL with the OHF, it may or may not have to be a US entity.
> >> 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.
That would be great. I think that all we need is some advice. With those of us here, we can work out the rest.
>> 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.
Either Andy did a hell of a lot of work to set up our LLC, or it was a lot simpler than this. :)
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
This is what we all need. I'm kinda counting on OGD1 to be a symbol for the viability of open hardware and proof that we're serious about this project. Having real hardware is going to be a big deal. Similarly, if members of the community can organize themselves well enough to form OHF, then that too will demonstrate that we can be taken seriously.
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.
Some people will be hard to convince that Traversal isn't going to be sucked in by greed. Having the OHF as a democratic body that has influence over Traversal will help with that a lot.
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. :)
Good speech! :) _______________________________________________ Open-graphics mailing list [email protected] http://lists.duskglow.com/mailman/listinfo/open-graphics List service provided by Duskglow Consulting, LLC (www.duskglow.com)
