[BYLAW] New: funding bylaw

[Alessandro Lai]

Hello everyone,

I had the idea of proposing a "funding" bylaw for quite some time, especially because, as a secretary, I had to see the domains or the email account nearly expire multiple times during this year, and finding a permanent solution to that issue is something that I want.

So, I drafted a proposal here: https://github.com/php-fig/fig-standards/pull/1295

I would like to thank Nils Adermann, which contacted me and suggested me to use TideLift, which prompted me to finally write this draft.

I'm still undecided about using TideLift, because they may require some services in exchange for the money, but that's totally up for discussion. Once we establish a fiscal host, we can basically decide to have any possible funding vector, so that's not a big issue.

Also, Larry suggested https://thanks.dev/ as another possible funding vector.

With this, I would like to start the notice for the official two weeks of discussion about the bylaw before calling a vote, but I would expect some back and forth about the source of funding.

Please review and comment!

[Navarr Barnier]

I would also like to propose perhaps using OpenCollective.com with the Open Source Collective acting as fiscal host.

The downside of such usage would be that the OSC has a 10% fee for covering the legal fees and platform. Though that means it's unlikely it will go away.

The benefit of such a platform is that, like our software, voting, and discussions - finances remain "open source." It'll also ensure a 501c status so donations aren't taxed (stateside), and can be attached to GitHub sponsors as well.

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[Ben Ramsey]

> On Feb 23, 2023, at 17:16, Navarr Barnier <navarr....@gmail.com> wrote:
>
> I would also like to propose perhaps using OpenCollective.com with the Open Source Collective acting as fiscal host.
>
> The downside of such usage would be that the OSC has a 10% fee for covering the legal fees and platform. Though that means it's unlikely it will go away.
>
> The benefit of such a platform is that, like our software, voting, and discussions - finances remain "open source." It'll also ensure a 501c status so donations aren't taxed (stateside), and can be attached to GitHub sponsors as well.

I will second Open Collective. We use them for the PHP Community Mastodon instance.

However, please note that Open Source Collective (which is a collective under the Open Collective umbrella, but it is not Open Collective itself — an important distinction) is a 501(c)(6). In the US, donations to a 501(c)(6) are _not_ tax deductible.

As always, consult a tax professional on these things (I am not one). Just be sure you’re clearly stating this in messaging if you decide to set up under the umbrella of any 501(c)(6). :-)

Cheers,
Ben

[Navarr Barnier]

Yes, that is an important distinction. All I meant was that for the money donated, php-fig won't owe taxes on it. Donors still would.

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[Alessandro Lai]

The OSC proposal is interesting. 10% seems a lot to me, but it should be compared to the amount of taxes that would hit us without it; anyone knows something about it? Even a rough estimate would be enough.

Apart from that, the OSC seems to offer trademark and registration holding (it's 1200$: https://docs.oscollective.org/what-we-offer/trademark-registration-and-holding) and handling anything tax-related (and we wouldn't be hit by anything formal until we spend >600$ a year).

I'll try to contact someone at OSC to check that it would be a feasible approach, and have some clarifications on the differences between the OC vs OSC approaches.

[Alessandro Lai]

Ok, big misconception on my part: it was clear to me that OSC is on top of OC, but the point is that OC doesn't offer fiscal hosting; I got this response from the OSC Slack channel:

"Yes, if you don't use a fiscal host, you're on your own, need to create a legal entity, a bank account, and handle all the accounting and paperwork."

That is a VERY BIG NO-NO from me. It would be very cumbersome just to start it out, and even worse since we're not US residents, and a nightmare to maintain over time since we rotate due to elections every 1.5 years. NOPE!!

[Tim Düsterhus]

Hi

On 2/24/23 00:03, Alessandro Lai wrote:
> I had the idea of proposing a "funding" bylaw for quite some time,
> especially because, as a secretary, I had to see the domains or the email
> account nearly expire multiple times during this year, and finding a
> permanent solution to that issue is something that I want.
>

Regarding the domain expiry I can recommend choosing a registrar that
supports multi-year registrations to avoid the hassle of renewing
domains on short notice (and possibly forgetting entirely).

All my important personal domains and all $dayjob domains using a TLD
that supports multi-year registrations are registered for the next five
years or so *and* are yearly topped up by another year. That way there's
always a 5-year headroom if something goes wrong (e.g. the registrar
going out of business).

In fact it appears that the current registrar "Namecheap" does support
multi-year registrations:
https://www.namecheap.com/support/knowledgebase/article.aspx/770/35/is-it-possible-to-registerrenew-a-domain-name-for-more-than-10-years/

Best regards
Tim Düsterhus

[Korvin Szanto]

I understand that our expenses are under $100/yr total, Concrete CMS would be happy to cover that cost moving forward!

I don't really get how asking for donations contributes to our mission as an organization. Can you speak how it does and to what you intend to spend extra funds on specifically? To me this sounds against the spirit of our organization and feels like a big mistake.

Thanks,

Korvin

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[Alessandro Lai]

I should report back what was said on Discord about this matter.

I said that handing over our money problems to a single sponsor puts us in a bad position, because:

 - we should avoid handling money personally (secretaries shouldn't have financial/fiscal impact due to money going around)

 - previous point could be handled with the sponsor paying directly, but that's not always feasible.. we can't give them access to all the needed accounts! (i.e. the NameCheap one)

 - the sponsor could drop us at any time, unannounced, especially when a payment is due, which brings us back to square one

Korvin then voiced opposition against collecting money, or more specifically against asking for donation; I can understand this, and I would then prefer to struck down any piece of the bylaw that endorse this. I'm open to even deny that, so that our only source of money are organization like TideLift, that collect money from private, for-profit entities, so that we can sustain ourselves, pay for more stuff (like trademarking our name) and that's all.

Korvin, would this resolve your doubts?

PS: we received money on Thanks.dev from Sentry today :-/ we need to sort this out!

[Alessandro Lai]

Hello everyone,

I would like to revive the discussion here. I've done all the changes on the PR, and the issues on the mailing list seems to be gone. There were a couple of deleted messages in this thread, so please chime back in if your position is not clear here.

If no one objects or has further suggestions, I would like to put this to a vote in a short time, to avoid going against the election period, which would be in May.

Thanks.

[Matthew Weier O'Phinney]

On Wed, Mar 29, 2023 at 8:43 AM Alessandro Lai <alessand...@gmail.com> wrote:

Hello everyone,

I would like to revive the discussion here. I've done all the changes on the PR, and the issues on the mailing list seems to be gone. There were a couple of deleted messages in this thread, so please chime back in if your position is not clear here.

If no one objects or has further suggestions, I would like to put this to a vote in a short time, to avoid going against the election period, which would be in May.

I've left a review. I think the first few sections need to be simplified tremendously. On a first read, the first few sections feel very contradictory, and it takes a few reads to understand the intent. It needs to be simplified so that those reading can understand immediately what the intent is, and how the by-law is structured to get there.

 

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[Alessandro Lai]

Thank you Matthew, I've addressed your comments, you can review it again now.

[Matthew Weier O'Phinney]

On Wed, Apr 12, 2023 at 9:47 AM Alessandro Lai <alessand...@gmail.com> wrote:

Thank you Matthew, I've addressed your comments, you can review it again now.

Sent another review your way... getting closer!

 

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[Alessandro Lai]

I've answered or addressed it. I don't know if I can word it any better, can you help me further, if you think it's necessary?

[Alessandro Lai]

Hello everyone.

Namecheap emailed us to notify us a "universal price increases of up to 9% for .COM renewals", and that prompted me to restart this conversation.

We just renewed the domains last June, so we're not in a hurry, but if this passes we will need time to set up everything, so I would prefer to get it done ASAP.

I'd like to push this bylaw to a vote soon, but I'm open to further suggestions to refine the text. 

If there isn't none, I'll open the vote in a couple of weeks.

Thanks!

[Vincent de Lau]

Hi Alessandro,

In my opinion the bylaw text itself is complete.

I would review the initial expenditure approval before going to a vote and check that it covers expected price increases. I'd rather have a small margin in the approved expenses, than having to hold rushed votes every year. For example, I would not be opposed to approve a 25 USD limit each for domains and email.

Alternatively, we could have an Implicit Approval procedure for previously approved recurring expense items that have gone up in price (within reason, for instance 'following economic and market trends').

Regards,

Vincent

[Ken Guest]

An Implicit Approval procedure with wording similar to what you provided seems ideal.

At least then for non-extraordinary expenditure nothing should get delayed due to, for example, some participants not noticing an email soon enough.

Kind regards

Ken

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[Larry Garfield]

We could go Implicit Approval on most expenses, probably, given how few there are. Secretaries post to the list saying "we're gonna spend $20 on the domain name." If any CC member objects, we call a vote. If no one objects after a week, Secretaries go ahead and spend $20.

[Alessandro Lai]

We could set a cap on which implicit is acceptable; something like 25$. I'm undecided about recurring expenses though: should we treat them differently in regards of implicit acceptance?

[Vincent de Lau]

For new expenses, there most likely will be more of a discussion up front on why we need to spend money, what the requirements are and which is the best supplier for the FIG. For existing expenses, there might arise some discussion if something is still needed or if there are other alternatives that may work better. In both these scenarios, the potential changes to the approved expenses is more of a side-effect and there already is some discussion going on. In my opinion, having a longer process around new expenses is not a big burden. Ideally we could just do Implicit Approvals here as well, but I'd rather have a safeguard in place.

With recurring expenses, there is a high likelihood that prices over time will change. That is not an issue that you would have for one-time expenses. Rising prices could trigger the type of discussions mentioned above, but I expect these to be rare. For that reason, having a 'fast track' solution for this seems appropriate. I think either Implicit Approval or over-budgeting (approving more than needed) are good solutions for this.

Regards,

Vincent

[Alessandro Lai]

Perfect, we discussed this further on the PR and we got to a point where everyone agrees on the text: https://github.com/php-fig/fig-standards/pull/1295/files/0afa73d1d25975ff01271ca7096d242be377ee30..ccfe7c6e0395e8f0a3287f5c6519bea80fdc03fb

Thank you to everyone for chiming in and helping in drafting this new bylaw.

I'll be calling a vote shortly.