[Gimp-user] more GIMP foundation stuff
Hi again, I have almost completed all the paperwork to get The GIMP Foundation up and running. The last slightly compliciated bit left is to get the bylaws finished. I have a draft version of the bylaws that need a few gaps filled in. I've put it here: http://www.phasevelocity.org/bylaws.doc These bylaws get sent with the rest of the paperwork (and the filing fee) to the IRS to get tax-exempt status. This copy of the bylaws is pretty standard stuff, with parts that need filling in, highlighted in red. We are, of course, free to change the bylaws at anytime in the future (within certain limits), but we do need a copy of the bylaws, and a first board meeting held within the rules of those bylaws, where the bylaws are formally approved by the board. Here are the things left to do. Within a week I need to get the parts in red of the draft bylaws fleshed out at at least the majority satisfiaction of the community. In addition to the red parts, the membership section needs to be writtin. I need to appoint an initial board, whose job will be to set up a membership system, start collecting members, and allow those members to vote in a non-interim board (any takers?) I need to send in the corporate paperwork to the IRS (with the filing fee) and wait a few months for the IRS to send some questions answer those questions, and wait a few more months to get our non-profit status approved. Instead of all this though, I've been talking to Tim Ney about having the GNOME Foundation take a more active role in supporting the GIMP. If GNOME was willing to do this, this would probably be a good option for us. Gnome already has the infrastruction and ability to act as a non-profit, as well as plenty of corporate suppport. What do people think of this plan? -- Daniel P.S. Real life is taken over recently. I have a new child on the way, my wife is almost finished with school, I'm looking at grad schools, and I have a practical need to focus my work on the bits that I get paid a regular salery for. This means I have very little time for gimp related stuff recently. In fact, I'm looking to get TGF (or whatever this becomes) handed off to a competent interim board as soon as I can. ___ Gimp-user mailing list [EMAIL PROTECTED] http://lists.xcf.berkeley.edu/mailman/listinfo/gimp-user
Re: [Gimp-developer] Re: [Gimp-user] The GIMP Foundation
On Mar 8, 2004, at 8:25 AM, Kelly Martin wrote: Dave Neary wrote: Daniel Rogers wrote: Avoid self-dealing. What's this? Self-dealing is whenever the people who control the organization command the organization to do business with themselves in their personal capacity. Self-dealing tears the veil and makes the director or officer who engages in it personally liable for the corporation's debt by creating the presumption that the corporation is an alter ego of the individual. In the case of a non-profit, it also violates the rule against private inurement. this is true, but it deals more directly with, as a board member, arranging a deal between The GIMP foundation and a board member. Self-dealing is when, for example, you own some property that you wish to sell to TGF and you are on TGF board. You have to do some full disclousure, follow very specific rules, and making too much money is frowned upon. Really it is not so much about avoidance (but that helps) as much as it is about following the rules. California and the US are very picky about making sure that non-profits are not used as a vehical to profit the board members. It means, inter alia, that the directors of the non-profit cannot also receive money from it except possibly a small stipend and reimbursement of their expenses in attending board meetings and other organization functions. Being a member of the board of a non-profit organization is charity work: you generally cannot expect to get paid. this is not true, actually. 51% of the members have to be disinterested. It means that 51% of the board members cannot themselves or anyone related to them be paid (except the stipend and compensation you mentioned). Related, here, has a very specific definition. It means that if there are four board members, and I am getting paid to hack on gegl by TGF, then none of the other board members can get paid. It also means that if I hire my wife to do some work, then I am interested and no one else (or their relatives) on a four person board can get paid. If you're looking to get a job with the GIMP Foundation, you can't also be a member of its board of directors (except as an ex-officio member, which the Executive Director typically would be). This doesn't mean that the Foundation can't hire staff, just that those staff can't be the ones making the ultimate decisions on how to spend the organization's money. Again, this is _not_ true. More than half must be volunteer though. Staff can recommend, but final approval of at least the general budget has to be by the volunteer board. This bit is true, except that the board must simply be more than half volunteer. To do otherwise risks a finding that the organization inures to the benefit of a private party, which destroys non-profit status. There are of course, other ways to destroy non-profit status, such as getting too much regular funding from a single source. I'm very interested in the idea of a Foundation and would love to be a part of one, but I have no expectation of it turning into a personal revenue stream. Again, if you are a board member, you could get a job with TGF. But seeing how TGF, at this point, is not exactly handing out jobs, I would agree with this sentiment. -- Dan ___ Gimp-user mailing list [EMAIL PROTECTED] http://lists.xcf.berkeley.edu/mailman/listinfo/gimp-user
[Gimp-user] The GIMP Foundation
Hello again, It has been awhile since I have done a GIMP Foundation update. There is quite a bit that must be decided on at this point. Also, people need to decide how invovled they would like to be. Summary: My Goals, Benefits of incorporation responsibilites of those invovled things to be decided looking for help What the organization can do MY GOALS First off, let me go over several of my personal goals for The GIMP and then I will try and show now TGF can be used to develop these goals. My goals for The GIMP really boil down to three things. First, I really want to see The GIMP to be a household name for professional image editors. Second, I want to the GIMP as easy as possible for volunteers to contribute to. Third, I want to be able to turn The GIMP into a real, paid, career for a team of people, including myself. As such I have been trying to further these goals by creating TGF, soliciting funding, and trying to come up with ways of using that funding to further these goals. Let me make perfectly clear that my important priority is to make sure that our existing volunteer developers are, in no way, givin any additional responsibilites or risks that he/she did not ask for. I do not want (nor do I think it is possible) to try and control or be in charge of our existing volunteer developers. No one, though my actions or those of The GIMP Foundation, will be required to perform any duties, or have any additional responsibities placed on them without his/her consent. What I want is to create an organization that can handle many of the details that do not interest a casual (or even not-so-casual) volunteer. There are quite a few things that could be done to increase the popularity of The GIMP that could be done easier under the organization of TGF. Marketing, making contacts, hiring employees, solicting donations, etc. are all difficult and valuable activities that could benefit all the developers, including the volunteer ones. I want to put in place means to increase oppurtunites for all of our developers. Increasing our userbase, attracting developers, attracting corporations interested in The GIMP will undoubtably lead to more and better opportunites for existing developers. BENEFITS OF INCORPORATION Presumably, I could handle all of these things myself, without creating a legal entity to do so. However, the existance of The GIMP Foundation has several legal benefits: 1) The GIMP Foundation can enter into contracts and acquire loans and, as long as the Directors act in Good Faith (and follow some fairly simple rules) cannot be held liable for any actions of TGF. This means that if TGF enters into a contract with a corporation (such as accepting a donation to finish a certain feature in The GIMP) and 50% of the way though the feature the corporation decides they want their money back, the individual directors and members hold no personal responsibility to pay back that corporation. 2) TGF can offer tax deductable donations. 3) We become qualified for Federal, state, and private grants. The first provision above is probably the most important. It means that if you follow the rules, there is no risk (other than the time you put into the organization) to running it. It also means that TGF can enter into contracts with people like Mark Shuttleworth and the individual members, directors and officers are not at risk of losing any personal funds. RESPONSIBILITES OF THOSE INVOVLED Non-profits have to have certain organizational structers. There must be a board of directors. The board has the power to enter into major business dealings, decides what to do with assets, and has to the power to hire officers. The officers handle the day to day business of the corporation. However, being invovled with The GIMP Foundation means you will be held to certain responsibilities. If you are a board member you must: Attend board meetings. Vote on specific issues. Avoid conflict of interest. Avoid self-dealing. Be honest. Be careful with the funds of the Foundation. fufill any other specific duties outlined in the bylaws. Board members have the power to: Enter into contracts in the name of TGF. make finantial decisions about the future of The GIMP. hire officers. Officers are empowered to handle the day to day decisions of the board. They are not normally empowered to enter into major business dealings, and the board is responsible for their actions. They must also fufill any responsibilites outlined in the bylaws. In addition, 51% of the board members have to be disinterested. (this means they or anyone related to them cannot be compensated by TGF for other than as a director). I.e. 51% of board members have to be volunteer. Also there are no residency or age requirements on any of these positions. (though the board members should be at least 18 so that they have the ability to enter into contracts). A non-profit may or may not have members. Members (in the legal sense) have specific voting
[Gimp-user] more gimp foundation stuff
Here is few notes to address a few more concerns I have encountered, I'll pose them retorically. 1. I heard that some people have been asked to be on the board, why weren't the developers consulted? I'm a developer, why wasn't I asked? Who are these board members? In California every corporation that has not applied and achieved tax-exempt status from the IRS has to pay an 800 dollar franchise tax. In order to get tax-exempt status, you must meet certain requirements, write your bylaws, have your first board meeting, and attach the bylaws and the minutes of your first meeting to the tax-exempt form and set it to the IRS (and the state franchise tax board). At some point, I needed to make sure that there would be sufficient interest in being board members to be able to have the first board meeting. Otherwise, seeing how I am the only board member at the moment (every corporation needs one initial board member) I would have to pay the 800 dollar franchise tax fee. I didn't want to do that. I also didn't know if non-US-residents can be on the board, so yosh and I came up with a list of all US contributors and interested people and sent them mail asking about being TGF board members. Yosh, Mat, Nathan, were the ones who expressed interest at the time. This meant I had enough poeple interested that I felt I could contine without undue risk to myself. They are, in fact, not board members, though it seems likely that they will try to become one. I can't elect new board members until the bylaws are written (and, in fact, if the bylaws define a voting membership, I _can't_ elect. That is the members job). Now that I know that there are no residency requirements and and the only age requirement is 18 (so that you can enter contracts) I've asked (in my last mail) more generally, and with greater specificity, who would like to be involved. 2. Will The GIMP Foundation have a steering committee? No, not exactly. The GIMP has always been a contributor driven project, and I see no reason (or even ability) to change that. If TGF has an object called a steering committee it will only be able to be in charge of TGF employees. Noone is going to be telling volunteers what to do (unless of course, they are specific volunteering their time to TGF, but that is another matter entirely). 3. This thing is still vague to me. Aren't you assuming you will have money? What exactly is it supposed to do? Why should I care? Why should I get invovled? Why should I not get invovled. Yes, I am assuming we will have money. Without money, this whole thing is just an exercise is futility. Getting more money will be one of this things TGF will need to focus on. More or less, the purpose of TGF is to provide a public (and scientific) service by ensuring the distrobution, and development of The GIMP. What this boils down to it getting and spending money for the good of The GIMP. You should care because the money will be spend to support your activities (and perhaps even compensate you directly). You should get invovled if you want to have a say in how that money is spent, or want to get invovled with The GIMP in other ways. Undoubtably marketing style stuff will have a place in The GIMP, and I already know that there are more than a few non-technical people interested in contrubting to something like that. The only reason you should not get invovled is if you don't want to spend the time on it. By the nature of a corporation, no one is personally liable, so there is no risk for getting involved (including, but not limited to, protection for lawsuits and bad business deals made in good faith). Please let me know if anyone has and more concerns. I will address them as best I can. -- Dan ___ Gimp-user mailing list [EMAIL PROTECTED] http://lists.xcf.berkeley.edu/mailman/listinfo/gimp-user
Re: [Gimp-user] The GIMP Foundation
Daniel Rogers wrote: Avoid self-dealing. What's this? Be honest. Is this true of every board? Even Halliburton? 1. Will TGF have members? I am talking about members with voting privledges, like I described above. (my vote is yes, btw) Yes. 2. Should the membership be paid? (my vote is yes, for like $50 a year or some toher small amount. It helps for tax purposes). Why not - this is also common in France. That means setting up paypal I guess... Although the GNOME foundation have a membership policy which fits in better with the Open Source model - there is a membership committee, which considers applications for membership on a case-by-case basis based on participation in the community. Membership is reconsidered every 3 years, and is free. 3. Should the membership have additional rights? Aside from voting in the board? Meh... It would be useful to know who is interested in accepting the responsibilites of being a board member (or officer). Me. But a board can only work if the developers and the board work together towards the same goals, so to speak. If the board and the developers are in conflict, it'll bomb, or it'll be a PR disaster. Cheers, Dave. -- Dave Neary [EMAIL PROTECTED] ___ Gimp-user mailing list [EMAIL PROTECTED] http://lists.xcf.berkeley.edu/mailman/listinfo/gimp-user
Re: [Gimp-user] The Gimp Foundation news
-BEGIN PGP SIGNED MESSAGE- Hash: SHA1 Geoffrey wrote: | It must be different then an S Corp., as it took about 6 months to get | my incorporation paperwork. | It depends on the state and how much you are willing to pay. They have a tiered pay system here in cali. -BEGIN PGP SIGNATURE- Version: GnuPG v1.2.3 (GNU/Linux) Comment: Using GnuPG with Mozilla - http://enigmail.mozdev.org iD8DBQE/0mrVad4P1+ZAZk0RAk6aAJ9L7v0dhODgzQ6DGzNK91ezEK6D7ACfWX+L XzIP5mpa5kJVvQmJoqHeKtI= =sHyo -END PGP SIGNATURE- ___ Gimp-user mailing list [EMAIL PROTECTED] http://lists.xcf.berkeley.edu/mailman/listinfo/gimp-user
Re: [Gimp-user] The Gimp Foundation news
Daniel Rogers wrote: -BEGIN PGP SIGNED MESSAGE- Hash: SHA1 Geoffrey wrote: | It must be different then an S Corp., as it took about 6 months to get | my incorporation paperwork. | It depends on the state and how much you are willing to pay. They have a tiered pay system here in cali. Ah, they do things slower here in the south I've found out. (Georgia...) -- Until later, Geoffrey [EMAIL PROTECTED] Building secure systems inspite of Microsoft ___ Gimp-user mailing list [EMAIL PROTECTED] http://lists.xcf.berkeley.edu/mailman/listinfo/gimp-user
Re: [Gimp-user] The Gimp Foundation
Hi, Daniel Rogers [EMAIL PROTECTED] writes: As was discussed at Gimp Con 2003 (and before, frankly) I am in the process of incorporating The GIMP Foundation as a non-profit organization devoted to supporting the gimp. Thanks a lot for organizing this. Here are some of the ideas I am currently mulling over regarding TGF: Selling t-shirts, coffee cups, lapel pins, posters, etc. Selling printed manuals. Selling GPL complient binary and source disributions on cd. Selling and paying people to go train and give presentations on the GIMP. Public and private grants. (someone (like me) will need to apply for these) Tax deductable donations. buying hardware (computers, tablets, scanners, colorimeters). full color magazine ads free training sessions office space accounting legal expenses staff paying programmers, web designers, tech writers constructing a build farm (this would help both developers and in making a cd distribution). This sounds a lot more like an attempt to bring WilberWorks back to life than what I was imaging from such a foundation. IMO it should be a lot less commercially oriented but maybe I am only getting a wrong impression from looking at this list. I don't think a GIMP foundation should share any interests with companies like for example MacGIMP. IMO a foundation should not sell anything. It should serve as a representant of the GIMP developers and it may accept donations (actually that's one of the major points). It should also help to create contacts between the GIMP community and people that seek for advice or need speakers. But IMHO there should be no t-shirts, no printed manuals, no CDs and most importanyly no ads. If someone wants to do this kind of stuff, feel free to found a company and try your luck. Sven ___ Gimp-user mailing list [EMAIL PROTECTED] http://lists.xcf.berkeley.edu/mailman/listinfo/gimp-user
Re: [Gimp-developer] Re: [Gimp-user] The Gimp Foundation
* Raphaël Quinet [EMAIL PROTECTED] [10-13-03 07:41]: On 13 Oct 2003 11:55:27 +0200, Sven Neumann [EMAIL PROTECTED] wrote: Selling GIMP tee-shirts, manuals, CDs and other stuff may be interesting, but I would prefer to have this done by a company that would be a separate legal entity. Otherwise, there could be some conflicts between a commercial GIMP Foundation and the companies that are already selling GIMP stuff (ftgimp, macgimp/wingimp, xdarwin and probably several others). I would like the GIMP Foundation to be seen as neutral and clearly non-commercial, so that the companies who are selling GIMP CDs could make a donation to the foundation without feeling that they are giving money to a potential competitor. Perhaps the selling of a license (rights) to produce and/or sell items would be an acceptable alternative. -- Patrick ShanahanRegistered Linux User #207535 http://wahoo.no-ip.org@ http://counter.li.org ___ Gimp-user mailing list [EMAIL PROTECTED] http://lists.xcf.berkeley.edu/mailman/listinfo/gimp-user
Re: [Gimp-user] The Gimp Foundation
Sven Neumann wrote: This sounds a lot more like an attempt to bring WilberWorks Wilber what? I plead ignorant. back to life than what I was imaging from such a foundation. IMO it should be a lot less commercially oriented but maybe I am only getting a wrong impression from looking at this list. I don't think a GIMP foundation should share any interests with companies like for example MacGIMP. IMO a foundation should not sell anything. It should serve as a representant of the GIMP developers and it may accept donations (actually that's one of the major points). And donations would be one of its major points. However having a reliable source of money, like manual and chachka sales can only help TGF be more helpful. Basically, _anything_ TGF does will cost money. The more money it has, the more helpful things it can do. The FSF foundation, for example, collects membership dues (which are tax deductable donations) and sells tshirts, pins, stickers, posters, manuals, cds, has a corporate patronage program, in addition to seeking out private donations. The gnome foundation at least has tshirts, coffee mugs and the like that it gives to big donators, and is making some kind of noise about setting up a store. The mozilla foundation doesn't have these things, but I am willing to bet that they will in the future. Essentially, I can't run this thing forever, for free. There needs to be some way of making enough money to reliably pay for things like filing fees. Besides, people are more willing to donate money if we can give them something for the donation. As for being a representative of the GIMP developers, I think this should be TGF's primary responsibility. However, doing that also costs money. There are phone bills, mailing costs, travel costs, gas costs, my accounting is _almost_ free but will still cost something (and accounting is important to keep our tax-exempt status). It should also help to create contacts between the GIMP community and people that seek for advice or need speakers. But IMHO there should be no t-shirts, no printed manuals, no CDs and most importanyly no ads. If someone wants to do this kind of stuff, feel free to found a company and try your luck. Yes. I hope I haven't mislead people into thinking I am trying to start some kind of commerical venture. Believe me, I am not. However, I am trying to think of as many ways as possible to be as helpful as possible to the gimp community. All of these things require money. Paying for things like the next GimpCon, and making presentations happen are some of the best ways I can come up with to help the Gimp Community. I want to do these things. If I am doing these things, then I feel TGF is being successful. However to be able to do these things we need money. The more money we have, the more successful I feel running TGF. As far as printed manuals go, I think they are important. I really like printed documentation (it is waay better than online documentation) and I think printed manuals go a long ways toward encouraging people to use (and thus donate to!) the gimp. Binary packages are in this same vein, but, I think, less important, since distros (and Tor) will prepare packages for us. -- Dan [EMAIL PROTECTED] ___ Gimp-user mailing list [EMAIL PROTECTED] http://lists.xcf.berkeley.edu/mailman/listinfo/gimp-user
Re: [Gimp-developer] Re: [Gimp-user] The Gimp Foundation
On 13 Oct 2003 11:55:27 +0200, Sven Neumann [EMAIL PROTECTED] wrote: Daniel Rogers [EMAIL PROTECTED] writes: As was discussed at Gimp Con 2003 (and before, frankly) I am in the process of incorporating The GIMP Foundation as a non-profit organization devoted to supporting the gimp. Thanks a lot for organizing this. Here are some of the ideas I am currently mulling over regarding TGF: [...] This sounds a lot more like an attempt to bring WilberWorks back to life than what I was imaging from such a foundation. IMO it should be a lot less commercially oriented but maybe I am only getting a wrong impression from looking at this list. [...] Sorry if this sounds like a me too but I would like to second this. After watching your (Daniel) presentation at GimpCon2003 and the discussion that followed, I thought that the main roles of the GIMP Foundation would be: - to be a non-profit organization that can collect donations without trying to sell anything by itself; - to serve as a contact point for conferences and events interested in GIMP presentations. Selling GIMP tee-shirts, manuals, CDs and other stuff may be interesting, but I would prefer to have this done by a company that would be a separate legal entity. Otherwise, there could be some conflicts between a commercial GIMP Foundation and the companies that are already selling GIMP stuff (ftgimp, macgimp/wingimp, xdarwin and probably several others). I would like the GIMP Foundation to be seen as neutral and clearly non-commercial, so that the companies who are selling GIMP CDs could make a donation to the foundation without feeling that they are giving money to a potential competitor. -Raphaël ___ Gimp-user mailing list [EMAIL PROTECTED] http://lists.xcf.berkeley.edu/mailman/listinfo/gimp-user
Re: [Gimp-user] The Gimp Foundation
Hi, Daniel Rogers [EMAIL PROTECTED] writes: Sven Neumann wrote: This sounds a lot more like an attempt to bring WilberWorks Wilber what? I plead ignorant. Oh well, one should really run one's own internet archive. The website seems bought off and of course not much is left to be found on google and friends. This is the best link I could find: http://linux.rice.edu/webmap/appdescriptions/WilberWorks.html Let's hope one of the folks involved into this can tell us more about the goals of WilberWorks and why it didn't work (that well). Perhaps there are things we can learn from it... And donations would be one of its major points. However having a reliable source of money, like manual and chachka sales can only help TGF be more helpful. Basically, _anything_ TGF does will cost money. The more money it has, the more helpful things it can do. If you put it that way (with all the other things you said in your reply) it feels a lot better already. Sven ___ Gimp-user mailing list [EMAIL PROTECTED] http://lists.xcf.berkeley.edu/mailman/listinfo/gimp-user
Re: [Gimp-user] The Gimp Foundation
-BEGIN PGP SIGNED MESSAGE- Hash: SHA1 Sven Neumann wrote: | Thanks a lot for organizing this. you're welcome. - -- Dan -BEGIN PGP SIGNATURE- Version: GnuPG v1.2.3 (GNU/Linux) Comment: Using GnuPG with Mozilla - http://enigmail.mozdev.org iD8DBQE/i3VQad4P1+ZAZk0RAoP7AJ9DMaylrJB3h6Snuw3O6SFEM32P0gCfYpMx A8vbP5we4CIVmcEo4YjiRUc= =D2ll -END PGP SIGNATURE- ___ Gimp-user mailing list [EMAIL PROTECTED] http://lists.xcf.berkeley.edu/mailman/listinfo/gimp-user
[Gimp-user] The Gimp Foundation
-BEGIN PGP SIGNED MESSAGE- Hash: SHA1 I am not subscribed to gimp-web, so if you are only replying to that address, I won't get the message As was discussed at Gimp Con 2003 (and before, frankly) I am in the process of incorporating The GIMP Foundation as a non-profit organization devoted to supporting the gimp. As this point, nothing (including the name) is set in stone. I have a legal clinic doing some research to help inform me about how to form the corporation and my (and its) legal responsibilities. This service is free, but limited. I will need to seek the advice of some other attorney (of which I have a list of about two potentially helpful lawyers) to anything TGF needs in the future. What I am working on, though, is what to do with TGF. What I want from everyone else is two things: ideas about what to do with TGF and questions anyone may have about TGF. I want make sure that these things have time get discussed with the lawyer and to try to help keep our community more informed of these matters. So please, if anyone has any questions about how TGF will work and what you would like to see it do, send them to me. I will work on providing answers. Here are some of the ideas I am currently mulling over regarding TGF: Selling t-shirts, coffee cups, lapel pins, posters, etc. Selling printed manuals. Selling GPL complient binary and source disributions on cd. Selling and paying people to go train and give presentations on the GIMP. Public and private grants. (someone (like me) will need to apply for these) Tax deductable donations. buying hardware (computers, tablets, scanners, colorimeters). full color magazine ads free training sessions office space accounting legal expenses staff paying programmers, web designers, tech writers constructing a build farm (this would help both developers and in making a cd distribution). Also, if anyone would like to me more directly involved with TGF, just email me at [EMAIL PROTECTED] and let me know how. I am sure we can find a role you'd be happy with. - -- Dan [EMAIL PROTECTED] PS. TGF will need a webpage. -BEGIN PGP SIGNATURE- Version: GnuPG v1.2.3 (GNU/Linux) Comment: Using GnuPG with Mozilla - http://enigmail.mozdev.org iD8DBQE/iS9xad4P1+ZAZk0RAj5zAKCTAT6PArDh8KXhP5x/niC1hGg4qgCeOt+B Foua9HwhWcGI4kgnxgor9no= =i6OI -END PGP SIGNATURE- ___ Gimp-user mailing list [EMAIL PROTECTED] http://lists.xcf.berkeley.edu/mailman/listinfo/gimp-user
