[RFC] Creating an OpenEmbedded founation

[RFC] Creating an OpenEmbedded founation

[Holger Freyther]

Hello,

for those of you visiting Berlin for OEDEM, or hanging out on IRC  
this shouldn't be new for the others this is your invitation to  
participate in the discussion.

So the natural question is do we need a foundation at all? Everything  
seems to work just fine!

Let me answer indirectly. As our beloved project grows our needs grow  
as well. We seem to handle project devices just fine. We have a wiki  
site containing the ones we have received as a project. You can track  
the number of devices, their origin, which developers had them in  
their hands and where they will go. And we have never had any issue  
sharing them and I'm really happy about it!

As we grow we have more needs, like I already said. This includes  
bigger assets like servers to host our infrastructure, sending koen  
to conferences, buying development boards one doesn't get donated.

If we would lose a device because I turn sane this would be easily  
recoverable, but what would happen if I withdraw one or two servers,  
keep the money that was meant to cover koen's travel to the moon.  
This would be disrupting the OpenEmbedded project internally and  
externally. We have offers for servers, offers for donations so this  
issue is nothing hypothetical but a real one. I would go so far as  
declaring it as a pressing need.

So what shouldn't a foundation do?
	-Make things more complicated
	-Doing business as this is where companies are good at. We mean it!
	-Hold the Copyright of our metadata (it is MIT licensed for a reason).

So what should a foundation do?
	-Help OpenEmbedded to grow
	-Own the projects assets. This would include server equipment,  
devices, hopefully domain-names, etc.
	-Receive donations so we can buy a one-way ticket for koen to the  
moon, or other places were OE exposure is quite low.
	-Maintain relationship with Companies


Manifestation/Relisation of a Foundation: To tell you the truth for  
me it is not a if we need a foundation but a when. Our current  
options for creating a foundation following the DOs and DON'Ts from  
above are the following three.

Software-in-the-Public-Interest (SPI):
	Pros:
		-It is easy to become an associated project
		-We keep in control of our asstes and how our money is spent
		-It helps us not to do busines activities
		-Tax deductable
	Cons:
		-It is a U.S. based organisation and if we decide to leave SPI we  
need to create/find another U.S. organisation where our assets are  
transfered to
		-Read the SPI mailinglist and you might consider SPI a mess.

SPI+FFIS
	Pros:
		-The one from SPI
		-A german daughter organisation that can hold assets and receive  
donations?
	Cons:
		-FFIS seems to be dormant. Someone more close to joey should ask  
him about the status of this orgnisation.

OpenEmbedded e.V. (e.V. is the german expression for registered  
associatio):

	Pros:
		-Tightly regulated by german authorities. This helps us to stick  
with the DO's and avoid the DON'Ts
		-KDE e.V. and probably the GNOME Deutschland e.V.
	Cons:
		-Quite an overhead. We need to hold  general assemblies, manage our  
assets ourselves, try to get tax detuctable.
		-Managing of members...

so what are your opinions?

	z.

PS: I'm so tired...

Re: [RFC] Creating an OpenEmbedded founation

[Rod Whitby]

I'm going to give information about how the NSLU2-Linux project handles
some (but not all) of these issues ... I'm not trying to tell OE what to
do, just giving input that might be relevant to OE's decision.

Holger Freyther wrote:
> As we grow we have more needs, like I already said. This includes  
> bigger assets like servers to host our infrastructure, sending koen  
> to conferences, buying development boards one doesn't get donated.

NSLU2-Linux receives donations on a couple of paypal accounts (one for
donations from paypal balance, one for donations from paypal credit
card).  We have no other convenient way of receiving donations, but I
presume we could set up other means of receipt if necessary.  We've
raised over USD$10K in the last 2.5 years.

I handle the cash in the paypal account, and the core team makes
decisions on how to spend it.  We record the donations and the decisions
on a edit-password-protected wiki page so the community can see what's
happening with the cash:

<http://www.nslu2-linux.org/wiki/Info/DonationList>

We also provide pictures of the hardware we buy:

<http://www.nslu2-linux.org/gallery/>

The decision on how to spend the donations is up to the core team (and
eventually up to me, since I own the paypal accounts).  The community
needs to trust the core team to not abscond with the money.  We make the
spending of the money as transparent as possible on those wiki pages and
announcements to ensure that the community has a reason to trust us.

We buy server infrastructure (we have two server class machines hosted
at OSUOSL, and some more hosted in a small company in Santa Barbara,
California), and we spend money on appearances at trade exhibitions (we
have had booths at SCALE and LinuxWorld Expo).  We haven't sent anyone
to a conference yet.

We buy consumer devices and send them out to bona fide key developers
(e.g. we sent one each to kergoth and koen).  We also buy test devices
that the development team uses.

> If we would lose a device because I turn sane this would be easily  
> recoverable, but what would happen if I withdraw one or two servers,  
> keep the money that was meant to cover koen's travel to the moon.  

We paypal the money to the person doing the buying of equipment or
tickets up front :-)

> This would be disrupting the OpenEmbedded project internally and  
> externally. We have offers for servers, offers for donations so this  
> issue is nothing hypothetical but a real one. I would go so far as  
> declaring it as a pressing need.
> 
> So what shouldn't a foundation do?
> 	-Make things more complicated
> 	-Doing business as this is where companies are good at. We mean it!
> 	-Hold the Copyright of our metadata (it is MIT licensed for a reason).
> 
> So what should a foundation do?
> 	-Help OpenEmbedded to grow

Not sure how this helps, but it can't hurt.

> 	-Own the projects assets. This would include server equipment,  
> devices, hopefully domain-names, etc.

We host our main server at OSUOSL, so I guess they would arbitrate
access if there was a conflict of ownership claims.

> 	-Receive donations so we can buy a one-way ticket for koen to the  
> moon, or other places were OE exposure is quite low.

Anyone you trust can do that.

> 	-Maintain relationship with Companies

There is a group called NDNDG who comes out of the Linkstation wiki
folks who is doing this for NAS devices.  They've actually formed a
company and the developers are "employees" - this allows the company to
sign NDAs.

-- Rod Whitby
-- NSLU2-Linux Project Lead

Re: [RFC] Creating an OpenEmbedded founation

[Rolf Leggewie]

Holger Freyther wrote:
> So the natural question is do we need a foundation at all?

Holger, thanks for bringing this issue forward.

As I said on IRC, I am skeptical about the need for a formal 
organization.  I not sure about what kind of problems it would solve 
that aren't solvable by other means.

But I do think we should contemplate what to do when key people leave 
the project and others join.  IOW, we should think about establishing 
processes and document them.  It is my personal believe that this will 
be much more important to the continued prospering of OE than a formal 
organization.

Just my 2 cents.

Re: [RFC] Creating an OpenEmbedded founation

[Graeme Gregory]

Hi, my thoughts on a foundation are.

we a) need to have some semi professional looking front so that companies and
especially suits can have some sort of warm glowing feeling when dealing with
us.

b) need to cope with developers who leave the project, new developers who
start. Who have to return and be given equipment/funds.

c) need to deal with our public face at conferences, trade shows including
sending people if we feel it is worth it.

d) need to deal with the situation that may eventually happen where a
company want to contract OE to actually do a project.

As I see it you dont neccessarrily need a company for this, but I think
it would help.

Id also like to form any form of foundation/company under an EU duristiction
as its easier for use currently to deal with then law in the USA.

Graeme

Re: [RFC] Creating an OpenEmbedded founation

[Holger Freyther]

Am 08.06.2007 um 02:38 schrieb Rod Whitby:

> I'm going to give information about how the NSLU2-Linux project  
> handles
> some (but not all) of these issues ... I'm not trying to tell OE  
> what to
> do, just giving input that might be relevant to OE's decision.
>
> Holger Freyther wrote:
>> As we grow we have more needs, like I already said. This includes
>> bigger assets like servers to host our infrastructure, sending koen
>> to conferences, buying development boards one doesn't get donated.
>
> NSLU2-Linux receives donations on a couple of paypal accounts (one for
> donations from paypal balance, one for donations from paypal credit
> card).  We have no other convenient way of receiving donations, but I
> presume we could set up other means of receipt if necessary.  We've
> raised over USD$10K in the last 2.5 years.

Hi,

thanks for you answer. The only/main question I have is regarding  
money. Do you pay special care regarding the financial authorities?  
E.g. in free countries like Germany and Netherlands the financial  
authorities will scan your account regulary. And I don't want some  
one to get personal issues with their financial authorities due  
holding the money.
Also you can't handle tax exemption but this seems to be not needed  
in the NSLu2 case.

kind regards
	z.

PS: As to signing NDAs. The e.V. would be a legal body and able to  
sign any contract not violating the mission statement.

Re: [RFC] Creating an OpenEmbedded founation

[Marcin Juszkiewicz]

OpenEmbedded foundation is needed and we know it. We need it to be seen as 
something existing not only as random group of developers. This will 
allow us to get donations for project, maintain our domains, servers and 
maybe even make our contacts with vendors easier.

Which form to choose is other thing. SPI sounds good but limits us to U.S. 
organizations only if we want to leave them. I did not read e.V. rules 
yet (other then KDE e.V. status but it is only subset of it) but I am 
open to any good solution.

We can meet at GUADEC (July) or Mobile Developer Days (August/September) 
or at OEDEM (October) to sign all needed papers (if there will be any).

-- 
JID: hrw-jabber.org
OpenEmbedded developer/consultant

          Warning: Dates in calendar are closer than they appear.

Re: [RFC] Creating an OpenEmbedded founation

[Smart]

On Fri, 2007-06-08 at 09:50 +0100, Graeme Gregory wrote:

> Id also like to form any form of foundation/company under an EU duristiction
> as its easier for use currently to deal with then law in the USA.

Whatever the decision, i fully support this statement. Keep as far away
from US lawyers as you can.

Re: [RFC] Creating an OpenEmbedded founation

[Stelios Koroneos]

I generaly agree with the idea but having gone through similar "situations"
several times in the past i know that in order to something like that to
succed, one or two persons will have to take full repsonsibility of it, as
the legal requirments are usually a lot.

One of the things i strongly agree with Holger is that the foundantion
should not be doing bussiness, as from experience this will create *a lot*
of problems with members in the future.
It's main job should be to promote OE (conference, shows etc) and manage the
assets donated to the OE project from 3rd parties (money,equipment,services)

As for the legal form, i am for a European juristiction entity (at least at
this stage).
e.V looks the best way to go IMHO, but as corerctly pointed by Holger it
involves an overhead to manage it and a lot of  work to set it up.
Taking into account past experience, the yearly OEDEM meeting could be also
the date of the  general assembly solving this issue.
For other issues that voting is required, electronic voting could be
accepted (this largely depends on the country the e.V is setup but there is
an EU directive to member states to "legalize" electronic voting but i am
not sure if this allready in effect in Germany)

Stelios S. Koroneos

Digital OPSiS - Embedded Intelligence
http://www.digital-opsis.com

Re: [RFC] Creating an OpenEmbedded founation

[Holger Freyther]

Am 12.06.2007 um 11:46 schrieb Stelios Koroneos:


> For other issues that voting is required, electronic voting could be
> accepted (this largely depends on the country the e.V is setup but  
> there is
> an EU directive to member states to "legalize" electronic voting  
> but i am
> not sure if this allready in effect in Germany)

Hi,
I will comment on the other aspects later. For KDE e.V. we do  
electronic voting and it seems to be legal.

z.

Re: [RFC] Creating an OpenEmbedded founation

[Gerwin van der Kruis]

On Tuesday 12 June 2007 11:46, Stelios Koroneos wrote:
> I generaly agree with the idea but having gone through similar "situations"
> several times in the past i know that in order to something like that to
> succed, one or two persons will have to take full repsonsibility of it, as
> the legal requirments are usually a lot.
>
> One of the things i strongly agree with Holger is that the foundantion
> should not be doing bussiness, as from experience this will create *a lot*
> of problems with members in the future.
> It's main job should be to promote OE (conference, shows etc) and manage
> the assets donated to the OE project from 3rd parties
> (money,equipment,services)
>
> As for the legal form, i am for a European juristiction entity (at least at
> this stage).
> e.V looks the best way to go IMHO, but as corerctly pointed by Holger it
> involves an overhead to manage it and a lot of  work to set it up.
> Taking into account past experience, the yearly OEDEM meeting could be also
> the date of the  general assembly solving this issue.
> For other issues that voting is required, electronic voting could be
> accepted (this largely depends on the country the e.V is setup but there is
> an EU directive to member states to "legalize" electronic voting but i am
> not sure if this allready in effect in Germany)
>
I agree with the points made . 

And also the not doing business is really important I think . 

Is there any progress on setting a date for the meeting ?

Regards, 

Gerwin

-- 
The Holographic Klop Doctor

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Underneath the mango tree  :) 

Re: [RFC] Creating an OpenEmbedded founation

[Florian Boor]

Hi,

Holger Freyther schrieb:

> So the natural question is do we need a foundation at all? Everything  
> seems to work just fine!

judging from the bad experience we had with handhelds.org lately we would have
been able to avoid a major part of the trouble by creating some kind of official
institution to cover GPE (and other projects as well). So even it is currently
looks like a foundation is not necessary you usually would not recognize the
fact that you need one before it is too late.

> So what shouldn't a foundation do?
> 	-Make things more complicated

Well... a foundation will always cause some additional overhead, I guess its
hard to avoid this.

> 	-Doing business as this is where companies are good at. We mean it!

That's quite important, but if our foundation starts to make business that would
cause quite a lot of interest conflicts.

> 	-Own the projects assets. This would include server equipment,  
> devices, hopefully domain-names, etc.

We should consider to make a foundation that is open to cover additional
projects as well. That might be interesting for smaller projects and maybe even
for LinuxToGo.

> 	-Maintain relationship with Companies

This would be really useful if we want to get more contributions from companies
that maybe use OE already but did not get involved into the project itself.

> OpenEmbedded e.V. (e.V. is the german expression for registered  
> associatio):
> 
> 	Pros:
> 		-Tightly regulated by german authorities. This helps us to stick  
> with the DO's and avoid the DON'Ts
> 		-KDE e.V. and probably the GNOME Deutschland e.V.
> 	Cons:
> 		-Quite an overhead. We need to hold  general assemblies, manage our  
> assets ourselves, try to get tax detuctable.
> 		-Managing of members...

I would prefer an e.V. - it is really some overhead, but it has some very
important advantages:
- It is a legal entity based on European law.
- Its basic intention is to cover groups with a common interest like we are.
- It is forced to be transparent.

The last point is the most important in my opinion.

Even if it is some overhead there should be quite a lot examples around that
might provide a good template we could start with.

Greetings

Florian

-- 
The dream of yesterday                  Florian Boor
is the hope of today                    Tel: +49 271-771091-15
and the reality of tomorrow.            Fax: +49 271-771091-19
[Robert Hutchings Goddard, 1904]        florian.boor@kernelconcepts.de

1D78 2D4D 6C53 1CA4 5588  D07B A8E7 940C 25B7 9A76

Re: [RFC] Creating an OpenEmbedded founation

[Gerwin van der Kruis]

>
> I would prefer an e.V. - it is really some overhead, but it has some very
> important advantages:
> - It is a legal entity based on European law.
> - Its basic intention is to cover groups with a common interest like we
> are. - It is forced to be transparent.
>
> The last point is the most important in my opinion.
>
> Even if it is some overhead there should be quite a lot examples around
> that might provide a good template we could start with.
>
> Greetings
>
> Florian

I was wondering when we can start the foundation and how the contact with 
trolltech is further going ?

Is there any news on that ?

Regards, 

Gerwin 
-- 
The Holographic Klop Doctor

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Underneath the mango tree  :) 

Re: [RFC] Creating an OpenEmbedded founation

[Koen Kooi]

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Gerwin van der Kruis schreef:

> I was wondering when we can start the foundation

It seems a lot of OE (core) developers and/or trusted persons will be at guadec in july,
could we sign all documents for the e.V. there?

regards,

KOen
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Re: [RFC] Creating an OpenEmbedded founation

[Rolf Leggewie]

Koen Kooi wrote:
> It seems a lot of OE (core) developers and/or trusted persons will be at guadec in july,
> could we sign all documents for the e.V. there?


I won't be.  But that is not important.

But I think that if you want to start the e.V. you need to set up some
rules like how are decisions being made, how is membership dealt with,
who is eligible for membership etc. before you can found the e.V.  This
is called the "Satzung".

This is really just my amateur understanding of things.  I did not look
into this and I have never dealt with these things before.  So I might
be totally wrong.

Re: [RFC] Creating an OpenEmbedded founation

[Koen Kooi]

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Rolf Leggewie schreef:
> Koen Kooi wrote:
>> It seems a lot of OE (core) developers and/or trusted persons will be at guadec in july,
>> could we sign all documents for the e.V. there?
> 
> 
> I won't be.  But that is not important.
> 
> But I think that if you want to start the e.V. you need to set up some
> rules like how are decisions being made, how is membership dealt with,
> who is eligible for membership etc. before you can found the e.V.  This
> is called the "Satzung".

So can we start on the Satzung at Guadec? I'd like to get things moving and Guadec is the
closest date with a high OE developer density.

regards,

Koen
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Re: [RFC] Creating an OpenEmbedded founation

[Rolf Leggewie]

Koen Kooi wrote:
> So can we start on the Satzung at Guadec?

I think you could even try and prepare the Satzung until then.  If
somebody feels so inclined as to preparing and discussing it here.  I'd
even prefer that since anybody not at Guadec can have some input

Re: [RFC] Creating an OpenEmbedded founation

[Holger Freyther]

Am 15.06.2007 um 16:10 schrieb Gerwin van der Kruis:

> Is there any news on that ?

Hey,

Florian talked with Martin 'Joey' Schulze one of board members of the  
FFIS[1] and it might be possible to get an associated project with  
this organisation.

Pros:
	-It is a european based non-protfit organization.
	-It is similiar to Software in the public interest
	-It has the tax-exemption status

Cons/Unknown:
	There are a couple of things we need to ask before asking to get an  
associated project:
		-If people want to give money to OE and use FFIS, how much will be  
given to OE?
		-What can we do with assets?
		-What will happen if we want/need to leave. Can we take donations  
with us?
		-Can U.S. based people use SPI to give us money?

I think if we get a positive answer we should go the ffis route.

	z.



[1] http://www.ffis.de

Re: [RFC] Creating an OpenEmbedded founation

[Koen Kooi]

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Holger Freyther schreef:
> Am 15.06.2007 um 16:10 schrieb Gerwin van der Kruis:
> 
>> Is there any news on that ?
> 
> Hey,
> 
> Florian talked with Martin 'Joey' Schulze one of board members of the  
> FFIS[1] and it might be possible to get an associated project with  
> this organisation.
> 
> Pros:
> 	-It is a european based non-protfit organization.
> 	-It is similiar to Software in the public interest
> 	-It has the tax-exemption status
> 
> Cons/Unknown:
> 	There are a couple of things we need to ask before asking to get an  
> associated project:
> 		-If people want to give money to OE and use FFIS, how much will be  
> given to OE?
> 		-What can we do with assets?
> 		-What will happen if we want/need to leave. Can we take donations  
> with us?
> 		-Can U.S. based people use SPI to give us money?
> 
> I think if we get a positive answer we should go the ffis route.

I see no benefits of using FFIS over starting an e.V.
The complete lack of recent info on FFIS also a huge red flag...
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Re: [RFC] Creating an OpenEmbedded founation

[Marcin Juszkiewicz]

Dnia czwartek, 21 czerwca 2007, Holger Freyther napisał:

> Florian talked with Martin 'Joey' Schulze one of board members of the
> FFIS[1] and it might be possible to get an associated project with
> this organisation.

Can someone point to English version of their papers? Or atleast infos how 
they differ from SPI?

> Pros:
> 	-It is a european based non-protfit organization.
> 	-It is similiar to Software in the public interest
> 	-It has the tax-exemption status

> Cons/Unknown:
> 	There are a couple of things we need to ask before asking to get an
> associated project:
> 	-If people want to give money to OE and use FFIS, how much will be
> given to OE?

SPI takes 5%

- how look using money which we get donated?

> 	-What can we do with assets?
> 	-What will happen if we want/need to leave. Can we take donations
> with us?

donations & assets

> I think if we get a positive answer we should go the ffis route.

If they are alive and works like SPI then I can vote for them. But 
currently I cannot tell that I know something more then this letter.

-- 
JID: hrw-jabber.org
OpenEmbedded developer/consultant

          It's better to keep your mouth shut and appear stupid,
          than to open it and remove all doubt.