Forming a DataPortability Entity
Brady Brim-DeForest
collectively, is the legal structure of our organization. The issue
has been raised at various points in the past two months, but the time
has come for us to address the issues as a group. The necessity of
taking this step is clear. Without a formal legal structure, it is
impossible for the DataPortability Project to do things like hold
copyright of our own logo, license our IP, or enter into contracts or
agreements with third parties.
For vendor adopters, both big and small, the legal formation of a
DataPortability entity will remove one small obstacle to them placing
full confidence in our mission and our deliverables. Some very
generous attorneys at Microsoft have volunteered their time and
resources to help us find a solution. Chris had a conference call
with them today.
Some of the many options that are available to us:
1. Form a Nonprofit Organization:
This option entails forming a non-profit/non-stock corporation. In
the U.S., formation of a non-profit corporation requires, among other
things, a Board of Directors, Bylaws, a Tax-ID number, as well a solid
amount of work applying for non-profit status (IRS form 1023 for those
interested). This particular option will require a limited amount of
start-up capital. This capital could be raised through donations and
sponsorship.
Some important questions: 1). In what country (and in what
states/territory) will this corporation be formed? 2). How will the
organization be structured? 3). How will the board be formed, and who
will sit on it?
2. Put DataPortability under the umbrella of a larger legal entity:
This option entails placing DataPortability under the umbrella of a
larger entity or institution (W3C for example). The obvious benefits
are that very little capital is required to pursue this route. The
obvious detriment (in my mind) is that this option requires DP to give
up a certain amount of sovereignty.
Some important questions: 1). What does this mean for the
DataPortability Project? 2). How will DP be governed in relation to
the umbrella organization? 3). How autonomous will DP remain?
Let the conversation begin. If you see other options that may come
into play, please don't hesitate to share them.
Perhaps we can find some time on tomorrows teleconference to chat
about this issue.
Talk soon,
Brady
Elias Bizannes
1) Suppport the DataPortability project community ie, this entity
should only reinforce, not dictate how this emergent community
decision making process has evolved
2) Act as custodian in areas that require community ownership ie,
assigning rights to an entity as custodian of our intellectual
property like a logo
The key risks are:
1) Corporate sponsorship and money dictating the direction of things,
hence derailing the project
2) Distraction of resources (ie, community leaders have a role
liasing) as significant management time will be required to maintain
an organisation
I personally believe we should adopt the following approach
1) We create a non-profit; even multiple ones in each country if we
see benefit.
2) None of these non-profits can dictate anything ie, there are simply
custodians. So in the case of the logo, they have the right to protect
our logo and only use it on direction of the community
3) The resources contributed from the non-profits are completely
separate from the management of the community. ie, just because a
person is a paid officer of the non-profit, does not entitle them to
special roles in the community unless of course they have the social
status to be given one. (No one is appointed in other words)
The reason I outline the above, is because the non-profit is can be
regarded as a company contributing extra resources to help the
community, without actually owning anything. It's the equivilant of a
company dedicating some assistance. But the difference here, is that
we can control this entity through its accountability to us. It's
effectively a clearing house to accept money so as to give tax
benefits to the donators, and translating that into benefit for us. As
long as these organisations never own anything and do not use their
role to influence outcomes in the community, we are safe.
Nevertheless, I am still considered setting up a non-profit will
distract resources but there is always a solution.
Brett McDowell
Note: I'm not recommending any one of the 3 options yet because I don't know enough about DP's work plan, budget, etc. to feel I could make an informed recommendation. But I thought I should at least point out the 3rd option not yet highlighted.
---
Brett McDowell, Executive Director, Liberty Alliance
Gordon Rae
Guys,
I am not a lawyer but I’ve always admired the W3C for their approach to intellectual property, which is “to encourage the wide spread dissemination of W3C work, and to preserve the integrity of W3C work by eliminating confusion about its source and status.” Sounds about right to me. I am not sure what sovereignty we would have to surrender, given that we seem to be all about building standards on top of the (Semantic?) web.
Check out the W3C IP FAQ at http://www.w3.org/Consortium/Legal/IPR-FAQ-20000620
I know TBL reads the threads in here occasionally. If anybody has him in their network, maybe they could ask for an intro to the W3Cs Big Brain on intellectual property for global standards.
Gordon
Improbulus
The legal nature of the entity is a separate if related issue. E.g. here in the UK it could be a charitable trust (not even a
corporation) with the rights in the logo and other rights assigned to the trustees, assuming the purposes of the group qualify as
"charitable". It could be a "community interest company". And so on.
As most active members and possible resources who could be roped in seem to be in the USA, maybe it makes sense for the entity to be
set up in the USA. I'm not sure it's really necessary for "branches" in other countries to be separate legal entities. Perhaps the
Creative Commons or OpenID experiences would be useful in this regard?
As regards Elias's points about -
The key goals are as follows:
1) Suppport the DataPortability project community ie, this entity should only reinforce, not dictate how this emergent community
decision making process has evolved
2) Act as custodian in areas that require community ownership ie, assigning rights to an entity as custodian of our intellectual
property like a logo
The key risks are:
1) Corporate sponsorship and money dictating the direction of things, hence derailing the project
2) Distraction of resources (ie, community leaders have a role
liasing) as significant management time will be required to maintain an organisation
The entity won't necessarily be able to dictate anything or risk corporate sponsorship derailing the project - it can't act except
through human agents, so much depends on how it's been set up, the purposes laid down for it, and who's on its board or equivalent,
so the choice of management is important as has already been said. The "routine corporate admin" (maintaining an organisation) may
not be a huge burden, it depends very much on the entity that's being used, e.g. here in the UK the government have been trying
(perhaps not very succesfully, but at least they say they are) to reduce red tape for smaller companies.
I'm not saying the entity should be separate rather than under the umbrella of the W3C or the like, just making a few other points.
Tom Morris
> 2. Put DataPortability under the umbrella of a larger legal entity:
>
> This option entails placing DataPortability under the umbrella of a
> larger entity or institution (W3C for example). The obvious benefits
> are that very little capital is required to pursue this route. The
> obvious detriment (in my mind) is that this option requires DP to give
> up a certain amount of sovereignty.
>
> Some important questions: 1). What does this mean for the
> DataPortability Project? 2). How will DP be governed in relation to
> the umbrella organization? 3). How autonomous will DP remain?
>
My first reaction is that the W3C is a good environment for this - if
it's necessary (I'm not sure it is). If it were necessary, the W3C's
IP policy is good. I'd suggest that we also need to make sure that the
documents in English are made public domain - and any code we write is
available under a copyleft license (GPL, LGPL or BSD/MIT at the most
restrictive). Similarly, any XML or RDF schema must come with the
right to modify and port (a copyleft license would do that). The
non-legal reasons why I think the W3C is a good place is because it's
actually pretty efficient. They have things like teleconferences and
the such setup quite well - and have lots of people on IRC. They turn
out code and specs pretty efficiently. I've been impressed with the
work of the Data Access Working Group (DAWG) in realising that we need
test cases and working code, not waffle.
There is one potential public education downfall with incorporating
under the wing of an organisation like the W3C - namely, that people
might delude themselves into thinking DP == DP on the WWW. There are
other areas which require DP, not just services on the Web.
I do think that what's more important is progress on the work -
throwing the large slabs of meat down on the counter and dissecting
them. We need draft documents, and tested, running code before we
worry to much about governance and sponsorship.
--
Tom Morris
http://tommorris.org/
Brady Brim-DeForest
Julian Bond
>My first reaction is that the W3C is a good environment for this - if
>it's necessary (I'm not sure it is). If it were necessary, the W3C's
>IP policy is good. I'd suggest that we also need to make sure that the
>documents in English are made public domain - and any code we write is
>available under a copyleft license (GPL, LGPL or BSD/MIT at the most
>restrictive). Similarly, any XML or RDF schema must come with the
>right to modify and port (a copyleft license would do that). The
>non-legal reasons why I think the W3C is a good place is because it's
>actually pretty efficient. They have things like teleconferences and
>the such setup quite well - and have lots of people on IRC. They turn
>out code and specs pretty efficiently. I've been impressed with the
>work of the Data Access Working Group (DAWG) in realising that we need
>test cases and working code, not waffle.
>
>There is one potential public education downfall with incorporating
>under the wing of an organisation like the W3C - namely, that people
>might delude themselves into thinking DP == DP on the WWW. There are
>other areas which require DP, not just services on the Web.
>
>I do think that what's more important is progress on the work -
>throwing the large slabs of meat down on the counter and dissecting
>them. We need draft documents, and tested, running code before we
>worry to much about governance and sponsorship.
All good stuff. The only question mark I have is where you say "any code
we write" Because I don't know who the "we" is. The general view at the
moment is that the DataPortability group promotes best practice and is
not in the business of writing code or new standards. If that is the
case then these decisions are up to the programmer and author. And
DataPortability's role is to recommend that they use non-proprietary,
non-restrictive copyright for it.
And yes, I agree that documents produced by DataPortability should be
public domain.
So if DataPortability doesn't write code, doesn't produce standards and
it's primary output is public domain best practice documents I don't
really see the immediate need for a much more formal entity.
--
Julian Bond E&MSN: julian_bond at voidstar.com M: +44 (0)77 5907 2173
Webmaster: http://www.ecademy.com/ T: +44 (0)192 0412 433
Personal WebLog: http://www.voidstar.com/ skype:julian.bond?chat
Don't Wait, Call Know
Tom Morris
> All good stuff. The only question mark I have is where you say "any code
> we write" Because I don't know who the "we" is. The general view at the
> moment is that the DataPortability group promotes best practice and is
> not in the business of writing code or new standards. If that is the
> case then these decisions are up to the programmer and author. And
> DataPortability's role is to recommend that they use non-proprietary,
> non-restrictive copyright for it.
>
Look ahead. Once we have somewhat formalised a technical approach, it
may be necessary or useful to put together libraries that assist
implementors in easily implementing the DP recommendations. I also
think that having some coders test the approach may be a good idea
also - we do not want to recommend a technical implementation that is
not actually possible. And if the group is writing test code, it seems
sensible that they release that code copyleft.
For instance, recently I started work on a test-driven Python library
for social network portability called PyProfile:
http://github.com/tommorris/pyprofile/tree/master
When it all gets down to it, those implementing DataPortability
suggestions - certainly on the technical side - will want something
like a JAR file or RubyGem or tarball to download. And it makes sense
that we use a copyleft license like the GPL if - collectively - we
write any code.
I don't think we can live under the illusion that no code will have to
be written for DP. Programmers will need to write in their languages,
and lawyers will have to write in theirs. Not now, but soon. :)
> So if DataPortability doesn't write code, doesn't produce standards and
> it's primary output is public domain best practice documents I don't
> really see the immediate need for a much more formal entity.
>
True, neither do I.
Chris Saad
In regard to code, I do think that most code will be written by individuals and contributed to the community under their own open source licenses so I am not too worried about that aspect.
Chris
Chris Saad
FaradayMedia - For Audiences of One
Particls - Are You Paying Attention?
Engagd - The Open Attention Platform
Media 2.0 Workgroup - Social, Democratic, Distributed
APML - Your Attention Profile
DataPortability - Connect, Control, Share, Remix
Brady Brim-DeForest
consider things like owning our logo, entering into agreements,
licensing our work, etc. Currently, any work contributed by
individual participants is still the property of those contributors.
DataPortability needs the ability to release our deliverables into the
public domain.
Having a formal legal entity in place will help to prevent the project
from being derailed/co-opted, as well as make adopters more
comfortable with the IPR aspects of the DataPortability Project.
-Brady
Brett McDowell
This could be bound to DataPortability.org in several ways, the most obvious way being that DataPortability.org incorporate. But that's not the only way. I'll note that neither Liberty Alliance nor W3C is incorporated (last I knew).
You can exist by means of leveraging the legal status of a "host" organization and have the participants sign up to a mutually binding agreement (Liberty uses IEEE-ISTO and I think W3C uses MIT, but I'm not sure). This is typically a "membership agreement" but it doesn't have to have that connotation. It might be as simple as a required non-assert covenant (which your volunteers form MSFT are likely suggesting) that includes the donation of copyrights to the "entity" (either DP Inc. or a "host").
Lots of options for IPR, which usually relates to lots of opportunities to waste months discussing this while we lose precious momentum. So this is one to jump on right up-front. And this is the type of "sticky" issue I was suggesting might require face-to-face compromising (after getting all the cards on the table via phone and email).
But if we don't have companies in the fold yet who represent large patent holdings, we are wasting your time working on this. Those are the stakeholders who will debate the details of an IPR policy. So maybe we should make sure we have large companies in this activity before we get too deep into it. If recruiting large companies is going slowly, one way to move fast and avoid later debate when they do get involved is to look at organizations who already have these companies as members and essentially "copy" their IPR policy for DP... or use those other organizations that have these policies in place as the "host" organization for IP-related work products of DP.
Elias Bizannes
http://www.isoc.org/isoc/