OWF Going Forward

[David Rudin]

I've done some digging on how we can go about winding down the formal OWF entity.  There is a process that our current corporate agent can do for us at a cost of $300.  I'd like to therefore propose the following:

- We wind down the formal organization.  Microsoft will pay the fees to do so.

- Transition the organization to an ad hoc model.  While the board will not formally exist, interested parties can, if they desire, form a new governance model based on open participation.  Any governance model should be based on the community approach the OWF agreements are intended to foster.  An email should be sent to the OWF email lists announcing the change and calling for participation.

- We continue to maintain the current website.  Currently, David Recordon, Gabe Wachob, Chris Messina, DeWitt Clinton, Larry Rosen, and I have permissions to modify the site.  I suggest that this group continue to be "key holders" to site and we agree that no changes will be made either 1) without rough consensus of the key holders, or 2) without objection provided other key holders have had a reasonable time to respond.  Others can be added to this list, though I think it's important that any new additions have the support of the current key holders.  If a new leadership model arises, responsibility for the site can be transitioned as appropriate.  

- As a sub-point, are there any objections to me modifying the site to make it more timeless?  In other words, I'd like to remove dated material from the main page and provide additional text about the agreements.

Does these seem like a good way to proceed?  Any other thoughts?

Thanks,

David


-----------------------------------------

On Thu, May 5, 2011 at 3:02 PM, Lawrence Rosen <lro...@rosenlaw.com> wrote:

I agree with David Rudin. Let's please make sure that the "ad hoc group" we create actually does things.

 

/Larry

 

 

 

From: open-we...@googlegroups.com [mailto:open-we...@googlegroups.com] On Behalf Of Gabe Wachob
Sent: Thursday, May 05, 2011 1:42 PM
To: open-we...@googlegroups.com
Cc: open-we...@googlegroups.com
Subject: Re: [Open Web Board] Taxes and the Foundation

 

+1

Sent from my iPhone

On May 5, 2011, at 11:18 AM, DeWitt Clinton <dew...@google.com> wrote:

+1

On Thu, May 5, 2011 at 11:17 AM, David Rudin <da...@rudin.us> wrote:

I'm probably not in a great position to help with the taxes, but I think it's definitely worthwhile to think about the future of the organization.  Based on our track record, I don't think we really need an incorporated entity.  Since we haven't taken money, rely on volunteers, use free infrastructure, and don't (currently, at least) plan on seeking money in the future, we should think about winding the incorporated entity down and replacing it with a more ad hoc group structure.

 

David

On Tue, May 3, 2011 at 12:37 AM, David Recordon <reco...@gmail.com> wrote:

A few days ago Eran reminded me that we haven't filed our foundation
taxes yet and need to do so. We're also remiss on holding board
elections. Thus two questions:
1) Anyone particularly want to do the work of filing our taxes?
2) Is it worth keeping the actual organization around? So far we've
taken zero dollars and haven't really made use of the fact that we
have a legal entity. Is it worth keeping?

--David

--
You received this message because you are subscribed to the Google
Groups "open-web-board" group.
To post to this group, send email to open-we...@googlegroups.com
To unsubscribe from this group, send email to
open-web-boar...@googlegroups.com
For more options, visit this group at
http://groups.google.com/group/open-web-board?hl=en
For more information: http://openwebfoundation.org/

 

--
You received this message because you are subscribed to the Google
Groups "open-web-board" group.
To post to this group, send email to open-we...@googlegroups.com
To unsubscribe from this group, send email to
open-web-boar...@googlegroups.com
For more options, visit this group at
http://groups.google.com/group/open-web-board?hl=en
For more information: http://openwebfoundation.org/

 

--
You received this message because you are subscribed to the Google
Groups "open-web-board" group.
To post to this group, send email to open-we...@googlegroups.com
To unsubscribe from this group, send email to
open-web-boar...@googlegroups.com
For more options, visit this group at
http://groups.google.com/group/open-web-board?hl=en
For more information: http://openwebfoundation.org/

--
You received this message because you are subscribed to the Google
Groups "open-web-board" group.
To post to this group, send email to open-we...@googlegroups.com
To unsubscribe from this group, send email to
open-web-boar...@googlegroups.com
For more options, visit this group at
http://groups.google.com/group/open-web-board?hl=en
For more information: http://openwebfoundation.org/

--
You received this message because you are subscribed to the Google
Groups "open-web-board" group.
To post to this group, send email to open-we...@googlegroups.com
To unsubscribe from this group, send email to
open-web-boar...@googlegroups.com
For more options, visit this group at
http://groups.google.com/group/open-web-board?hl=en
For more information: http://openwebfoundation.org/

[Gabe Wachob]

+1 to everything. Thanks for picking up the ball on this. 

   -Gabe

Gabe Wachob / gwa...@wachob.com \ http://beatslacker.com

[David Rudin]

Any other thoughts?

[Tantek Çelik]

Regarding:

>- We continue to maintain the current website.  Currently, David Recordon, Gabe Wachob, Chris Messina, DeWitt Clinton, Larry Rosen, and I have permissions to modify the site.  I suggest that this group continue to be "key holders" to site and we agree that no changes will be made either 1) without rough consensus of the key holders, or 2) without objection provided other key holders have had a reasonable time to respond.  Others can be added to this list, though I think it's important that any new additions have the support of the current key holders.

How about we add the current board to this?

Thanks,

Tantek

---

From: David Rudin <da...@rudin.us>

Sender: open-we...@googlegroups.com

Date: Thu, 13 Oct 2011 17:15:18 -0700

To: <open-we...@googlegroups.com>

ReplyTo: open-we...@googlegroups.com

Subject: Re: [Open Web Board] OWF Going Forward

[Lawrence Rosen]

I was waiting to see if anyone else woke up before I spoke.

 

Quite frankly, I don't understand the rush to wind OWF down. Nobody on the board has expressed a need to resign. Why give up on a valuable trademark/service mark just because we've taken a long nap?

 

I'd welcome any reasonable succession plan, but just because we've stopped doing things shouldn't mean we stop standing for what we already did – as an ongoing non-profit corporation with a proud name. There are enough lawyers here to handle the necessary paperwork just to keep us alive for potential transplant into another living body. Until then, I don't mind calling myself a board member of Open Web Foundation. The pay is good and the hours are short.

[Chris Messina]

David's plan SGTM FWIW.

> --
> You received this message because you are subscribed to the Google
> Groups "open-web-board" group.
> To post to this group, send email to open-we...@googlegroups.com
> To unsubscribe from this group, send email to
> open-web-boar...@googlegroups.com
> For more options, visit this group at
> http://groups.google.com/group/open-web-board?hl=en
> For more information: http://openwebfoundation.org/

--

Chris Messina
Developer Advocate, Google

//chrismessina.me | + | @chrismessina

This email is:   [ ] shareable    [✔] ask first   [ ] private

[Tantek Çelik]

I tend to agree with Larry's points.

In addition I believe we are still all on board with and in (slow) motion with transitioning our licenses to Creative Commons.

Thus I propose that we at least keep our current structure etc in place, keep updating the website to stay current (I can spin a few cycles on this, hence request for keys), until we've completed the plan to transition licenses to CC.

Thanks,

Tantek

---

From: "Lawrence Rosen" <lro...@rosenlaw.com>

Sender: open-we...@googlegroups.com

Date: Thu, 13 Oct 2011 17:44:15 -0700

To: <open-we...@googlegroups.com>

ReplyTo: open-we...@googlegroups.com

Subject: RE: [Open Web Board] OWF Going Forward

[Scott Wilson]

Having very little to do is a sign of success :-)

I don't think it means we have to wind down OWF or the Board; it means we're prepared in case something does arise that OWF is a good vehicle for addressing.

In other words, hurry up and wait...

S

[DeWitt Clinton]

What is the net result of dissolving the corporate entity and the formal board structure, but leaving everything else effectively intact?

High level, I'm personally okay with the the OWF being simply an ad-hoc affiliation of like-minded individuals.  Which is pretty much how we've operated anyway, given that none of us seem to be especially big fans of the ceremony and paperwork associated with being an incorporated entity (as evidenced by the fact we're not particularly keeping up with the minimal requirements anyway).  But I'm with everyone else in not wanting the essence of the OWF (the people themselves, and that shared mission) to dissolve completely.  Coming together in support of the open web was a good idea in 2008, and it's still a good idea today (maybe more so than ever, seeing as how things have evolved since).

I guess I just don't yet fully understand the consequences of dissolving the corporation.  If the answer is, "none, it will be status quo, just with one less annual fee to the state of Delaware and no more formal bylaws (but we could still have an unofficial set of community rules)", then I'm all for it.  But if the consequence is that this would introduce ambiguity into the ownership of any assets (trademark, copyrights, etc) that we might someday want to transfer to another organization, like the CC, then I'd pause just for just a second longer.

And +1 to giving edit permissions to at the very least the rest of the board (and honestly, to anyone trustworthy who could do something useful with it), but we'd want to establish some ground rules about not touching the legal documents and other canonical artifacts without process. 

Thanks for restarting this conversation, David. 

-DeWitt

[David Rudin]

Thanks everyone.

First, I think it's a good idea to expand the website's permissions to the rest of the board.

As for the org structure itself, I actually don't think we lose very much by giving up the formal organization.  A corporate entity is generally good for a few things like protecting individuals from certain legal liability, collecting & spending money, and holding property (both real and intellectual property).  It's also helpful for speaking with one voice.  In other words, it's not David, DeWitt, Gabe, Scott, Larry, etc. making a statement - it's a legal entity called the Open Web Foundation.

To date, OWF has not collected or spent any money.  Most of the written material is under a Creative Commons license, so there's no ownership issue we need to be concerned about there.  While the Open Web Foundation probably has common law trademark rights in the "Open Web Foundation" name, we've never formally registered the mark (registering a mark requires money to both maintain and enforce).

The downside of continuing to maintain the corporate entity is that we NEED to maintain that corporate entity.  At a high level, we need to do two things.  First, we need to make the necessary corporate filings and pay those fews.  Second, we need to abide by our own bylaws.  We haven't done a good job at either of these things.  

If we decide to maintain the corporation, we would probably need to revise to Bylaws to come up with a voting structure that doesn't require the level of work that we've used in the past.  It's just too onerous and the result is that we've made it too difficult to follow our own rules.  We would also need more formal commitments on behalf of the board to actually keep up with our legal obligation.

Unless we're willing to do these things, I think we're better winding down the corporate entity and operating in a more ad hoc manner.  If we need a formal organization in the future, we can always set up a new one.

My 2 cents....

David

[David Rudin]

Ping....

[Lawrence Rosen]

Hi David,

 

FWIW, I already voted to just hang loose for a while without disbanding OWF. I didn't actually count votes, but I think I heard a slight majority to close up shop.

 

This is an obvious example of a sleepy organization. We can't even make this decision.  :-)

[Tantek Çelik]

1. FWIW I also vote to just hang loose for a while without disbanding OWF.

2. Let's make progress on the items we have consensus on, e.g.
a) could one you with admin permissions on the website grant write/edit permissions to the rest of the board?

Thanks,

Tantek

---

From: "Lawrence Rosen" <lro...@rosenlaw.com>

Sender: open-we...@googlegroups.com

Date: Mon, 24 Oct 2011 11:23:34 -0700

[dan...@danbri.org]

On Monday, October 24, 2011 8:56:09 PM UTC+1, Tantek Çelik wrote:

1. FWIW I also vote to just hang loose for a while without disbanding OWF.

2. Let's make progress on the items we have consensus on, e.g.
a) could one you with admin permissions on the website grant write/edit permissions to the rest of the board?

*bump*

This thread (url : https://groups.google.com/forum/#!topic/open-web-board/v-l-50KvrYA )  seems to have gone quiet for a couple of years. How much 'hanging loose' is enough? Is there any more work for OWF to do?

http://www.openwebfoundation.org/foundation/records doesn't record any final decision on this matter; or indeed any recent activities.

Has the board met since http://www.openwebfoundation.org/foundation/records/board-minutes---september-10-2008 ? 

Is the minimal paperwork still being handled to keep OWF alive? Does the Web site accurately represent roles (is David Recordon President, etc?).

cheers,

Dan

[David Rudin]

Dan,

Your note actually came at an interesting time.  Microsoft has been paying the corporate filing fees to basically keep the corporate shell of OWF alive.  As this is the time when the fee is due, we were working with our Delaware corporate agent on getting the fees paid.  We just learned today that Delaware voided the OWF corporate entity in March for failure to file an annual report (which I don't think we've ever actually done).

So, as of March, there is no OWF corporate entity.  That doesn't impact our website, the agreements, or archives since there those are independent of the corporate entity and will survive so long as Google Groups and Sites continues to host the materials. 

David

---

From: open-we...@googlegroups.com <open-we...@googlegroups.com> on behalf of dan...@danbri.org <dan...@danbri.org>
Sent: Monday, August 12, 2013 12:45 AM
To: open-we...@googlegroups.com
Cc: tan...@cs.stanford.edu

--

--
You received this message because you are subscribed to the Google
Groups "open-web-board" group.
To post to this group, send email to open-we...@googlegroups.com
To unsubscribe from this group, send email to
open-web-boar...@googlegroups.com
For more options, visit this group at
http://groups.google.com/group/open-web-board?hl=en
For more information: http://openwebfoundation.org/

---

You received this message because you are subscribed to the Google Groups "open-web-board" group.

To unsubscribe from this group and stop receiving emails from it, send an email to open-web-boar...@googlegroups.com.
For more options, visit https://groups.google.com/groups/opt_out.
 
 

[Tantek Çelik]

David,

Thanks for the update.

So OWF has essentially stepped back down to a community/volunteer organization.

In an effort to help with that, I'll restate my request:

Could one you with admin permissions on the website grant write/edit
permissions to the rest of the folks who were formerly members of the
OWF board?

Would be good to at least update information per these changes.

Thanks,

Tantek

[David Rudin]

Tantek,

I believe we granted access some time ago. Current owners of the site are David Recordon (reco...@gmail.com), Gabe Wacob (gwa...@gmail.com), Chris Messina (chris....@gmail.com), DeWitt (dcli...@gmail.com), Tantek (tan...@cs.stanfo...), Larry (anna.a...@gmail.com - is that right?), and me. Does anyone else need to be added?

I'm happy to help with any updates as well. That said, we should probably have some ad hoc process in place around changes and avoid breaking any links to the legal docs.

David
________________________________________
From: open-we...@googlegroups.com <open-we...@googlegroups.com> on behalf of Tantek Çelik <tan...@cs.stanford.edu>
Sent: Monday, August 12, 2013 4:15 PM
To: David Rudin
Cc: open-we...@googlegroups.com; tan...@cs.stanford.edu

[DeWitt Clinton]

Tantek, I just added your gmail address is well.

As long as we don't change the actual agreements or break any links to the agreements, I don't see a reason not to change the front material to reflect the "back to the community" update David gives above. (Or something more radical, not sure what people had in mind...)

Thank you, by the way, David, for arranging to pay the incorporation fees for the past few years. I meant to check on that, but out of sight, out of mind, and all. I really appreciate you doing so!

-DeWitt