At first glance this sounds like a reasonable plan – but I am
interested to see what kind of other ideas are floated around. There
were some discussion threads last month that addressed this issue.
I'll see if I can dig them up.
Typically, Director's (of the Board) terms are limited in an
organization's bylaws to serve for a certain period of time (2 years
is not uncommon). In order to ensure continuity of at least half of
the board, some amount (lets say 50%) of the original 12 board members
you have suggested would serve for perhaps one year. This would make
for Board elections of at least half of the board membership every
year.
I am assuming that the organization would be incorporated in
California - please correct me if this assumption is wrong.
Would we seek 501(c)(3) (non-profit) status?
I am extremely interested in this discussion. I imagine that a
dedicated conference call on this topic is in order.
Talk soon,
Brady
Chris,
At first glance this sounds like a reasonable plan – but I am
interested to see what kind of other ideas are floated around. There
were some discussion threads last month that addressed this issue.
I'll see if I can dig them up.
Typically, Director's (of the Board) terms are limited in an
organization's bylaws to serve for a certain period of time (2 years
is not uncommon). In order to ensure continuity of at least half of
the board, some amount (lets say 50%) of the original 12 board members
you have suggested would serve for perhaps one year. This would make
for Board elections of at least half of the board membership every
year.
I am assuming that the organization would be incorporated in
California - please correct me if this assumption is wrong.
Would we seek 501(c)(3) (non-profit) status?
I am extremely interested in this discussion. I imagine that a
dedicated conference call on this topic is in order.
Talk soon,
Brady
>
> We did indeed discuss if we *should* have a legal entity - but I think that
> with sponsorship dollars coming in we need to make this happen so that
> transparency is maintained for the community.
>
I am fully in agreement here. With money coming in, setting up a legal
entity is a necessity.
>
> Again I don't want to lock us into a specific entity type right now because
> the Laywers and others who have done this before may have good suggestions.
>
> For example, I have been told that BigCos often find it hard to engage with
> Non-profits for various legal reasons and prefer to deal with 'For-profits'.
> In that case a 'Fo-profit' with a directive to spend all profits back on the
> community might be in order (and achieve the same effect). Of course this
> the tax write off issue - but again, we will need to get advise on this at
> the point of registration..
>
Absolutely. We should investigate both avenues. Participation of
major vendors is obviously mission critical, so we need to ensure that
whatever steps we take to proceed take this into account.
@Phil,
Great questions.
> 1. What do you see as the management structure of the new organization?
The board will serve a number of functions: fulfilling the legal
requirement to have a board once we incorporate, dealing with
financial matters, etc. The participatory democratic nature of this
organization should not change. Our transparency and community driven
ethos must not be compromised by forming a legal structure for
DataPortability.
> 2. Will the foundation's charter be different than the volunteer
> organization's? Or will they become one organization?
My thought is that they should be one organization. Decisions about
the for-profit or non-profit status of the corporation may effect this
decision, however.
> 3. What will the new charter be?
Hopefully we will have the same charter. Obviously, we will need all
of the official legal documents, like Articles of Incorporation and
Bylaws...
> 4. I've heard an even number of board members sets things up for tied votes.
> Something to ask the lawyers.
You are absolutely right. An odd number of board members is
preferable. Anywhere from 5-9 directors is a good number – but there
may be a viable reason to have more.
> 5. Is 12 too many directors? Seems a large team for a small organization.
See above.
> 6. Responsibilities of directors?
These will be be codified in the Bylaws – but off the top of my head,
I think that their responsibilities should be limited to matters
involving expenditures, contracts, etc. They shouldn't have a say in
the day to day operation of the organization.
> 7. Do we have a conflict-of-interest provision for directors? What interests
> might conflict?
Without a doubt a Conflict of Interest policy is necessary. If we go
the non-profit route, the IRS will require/strongly suggest that we
have such a policy in place.
General thoughts:
Depending on the recommendations of the legal experts, there is
nothing (besides expense perhaps) stopping us from forming both a
for-profit entity (to deal with IP issues related to relationships
with major vendors) and a non-profit community driven and supported
organization.
Lets definitely schedule a conference call. What is everyone's coming
week looking like?
-Brady
I think it is also valuable to note Brett's contribution from the last
discussion thread:
"There's a 3rd option worth calling out explicitly at this point... hire an
Association Management firm to act as your legal umbrella. If you do this
you don't have to operate under another .org (like W3C or Liberty Alliance
or Identity Commons) and you don't have to incorporate. The firm I'm most
familiar with who offers this type of service is IEEE-ISTO (www.ieee-isto.org)."
I think we also need to address some of the important issues that come
into play for the contributor. We will need to develop an IPR policy
that governs contributions of work (code, time, etc.) to
DataPortability.
-Brady
--
Brady Brim-DeForest
OB&D Global
www.obdglobal.com
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Although there is not a lot of overhead at this time (correct me if I
am wrong), many of the infrastructure costs (like domain registration,
hosting, etc.) are coming out of the pocket of individuals that are
involved in DataPortability.
Over time, we will find that certain expenses will begin to crop up
(example: we want to produce stickers for the release of the new
logo). These costs should be borne by the organization not by
individual contributors.
In the more literal sense, TechCrunch has taken the generous step of
donating money to the cause – which necessitates putting that money
somewhere, which means that we need a bank account, which means that
we need a legal entity of some kind to 'own' that account.
Disclaimer: I am certainly okay with the idea of stashing all of the
cash under Chris's mattress.
-Brady
----- Original Message -----From: Chris SaadSent: Thursday, April 17, 2008 11:21 AMSubject: [DP.AG.Steering] Re: DataPortability Legal Structure
Agreed. Think "facilitators" not "decision makers".
[...]
> Support for the call on Tuesday, April 22 at 21:00 GMT?
+1
--j
I have been through the process of setting up a non-profit from
scratch a number of times and can at least speak to the process on the
small scale.
Talk soon,
Brady
Brett look forward to your proposal very much
Chris
----- Original Message -----From: Brett McDowellSent: Friday, April 18, 2008 3:57 AMSubject: [DP.AG.Steering] Re: DataPortability Legal Structure
www.projectliberty.org
www.ieee.org
www.ieee-isto.org
-- Brett
If I could offer another alternative (despite I'm more in favor of the W3C track)..
which being the TRUSTe www.truste.org nonprofit, of 501(c)(6), most familiar
to us because of their seal licensing programs. And recall that we also "license"
the data portability badge... cf. -
http://www.truste.org/about/member_list.php
http://www.truste.org/about/fact_sheet.php
Yes they're of the Privacy folks. But Data Portability is presumably equally imporant.
Notwithstanding the difference in goals, their org structure is worth checking out.. /ac.
----- Original Message -----
From: "Robyn Tippins" <RobynT...@gmail.com>
To: "DataPortability.Action.Steering" <dataportabilit...@googlegroups.com>
Sent: Tuesday, April 22, 2008 6:36 AM
Subject: [DP.AG.Steering] Re: DataPortability Legal Structure
>
http://www.ietf.org/
http://www.ietf.org/html.charters/wg-dir.html