Hi all,
in previous emails, I sent information about the status of the project, we discussed the migration of services and also about CLA vs. DCO. Now it is time to open another big topic: how to achieve a legal status of the project? Here are some questions and several possible solutions. Again, I apologize in advance for the long mail, but it's an important topic, so it deserves thorough information.
1. Fiscal host.
This seems to be the simplest option, which can give us the way to manage our own funds - that is, to receive donations and pay expenses, while the fiscal host will keep accounts and provide legal status for the necessary legislation.
We have previously discussed this possibility here. And we discussed in this context about OpenCollective, which can provide such a fiscal host. It is very good that OpenCollective performs financial management very transparently. I believe that this transparency can be motivating for contributors. It is also good that it is possible to choose between a fiscal host in the US and the EU. Of course, they deduct some percentage of the income we will earn, but in my opinion - "90% of something" is better than "100% of nothing".
pros + simple + very transparent + choice between EU or US
cons + only for funds management
Note: I've also researched other platforms for maintaining donations, but OpenCollective seems to me best suited for software teams like ours.
2. A company that focuses on providing legal status for open source projects.
There are companies that focus on providing legal status and services for open source projects. Such companies can provide not only a fiscal host, but also litigation assistance. They can also act as holders of things - trademarks, domain names, servers, etc. In addition to big names like the Linux Foundation, there are those where we are more likely to have a chance to get their interest - Software Freedom Conservancy, or Dyne.org.
The SF Conservancy - https://sfconservancy.org/ - seems to be very well established. This should guarantee their reliability. Under their roof are many famous projects - GIT, QEMU, OpenWRT, Samba, Wine, Inkscape,... see https://sfconservancy.org/projects/current/ Although there is not as great transparency in fund management as on OpenCollective, SF Conservancy looks very good. You can find the necessary information on the website - about the services provided, the conditions, and how to apply for membership. Of course, they also deduct some percentage of the income we will earn, but it is clear that it brings useful value.
pros + provides more than just a fiscal host + looks proven and trustworthy
cons + less transparency of funds than OpenCollective + no choice of location - only US
Dyne.org - https://dyne.org/ - is another company providing such services. It provides legal status for Devuan, for example. However, here I have a few reservations for which it would be necessary to find out the answer first. Their website is, in short, "modern", meaning it is almost impossible to find any useful information. It is not clear what team is behind this company and how trustworthy it is. Furthermore, I don't feel good about how they present covered software as theirs - as if they were developing it. Sure, they may be trademark owners, but the SF Conservancy approach, where projects mention them as members, makes a much better impression on me. If we'd like to think about Dyne.org, it's necessary to find out a lot of information here that I haven't been able to find out by researching the web.
pros + provides more than just a fiscal host
cons + uncertainty about credibility + less transparency in all respects + no choice of location - only EU
3. Our own non-profit organization.
The option of founding our own organization may seem the most attractive, but at the same time it represents the greatest overhead burden for us. Because the current active team members want to focus on code maintenance and development, we would have to hire someone trusted to deal with the legislation of such an organization. We would probably also have to hire some lawyers to deal with the legislation to create the company. Because we do not have our own funds and there is no certainty what income we will be able to earn, there is no certainty how we will be able to pay such people. I see too many pitfalls here for this way.
pros + we would have our own independent organization
cons + too much overhead for the team leader + the need to find your own solution for the transparency of the funds + the risk of neglecting legislative duties + the need to hire our own accountant
I ask for your opinions and comments on the above options. So far, I have not made any specific request from any of the listed entities - I have only done a research of available information.
Thank you.
I ask for your opinions and comments on the above options. So far, I have not made any specific request from any of the listed entities - I have only done a research of available information.
Thank you.
I am really no specialist in these matters, but it's not clear to me what other services than a fiscal host we need.
I we do need these, SFC seems the better choice, although I wonder ( as european...) if a US location can/could mean trouble (some economic rules in the US looking sometimes strange for us).
I'm afraid I can't comment in more depth...
Thierry
Anno domini 2021 Fri, 19 Feb 16:32:49 +0100 Thierry de Coulon via tde-users scripsit:
I am really no specialist in these matters, but it's not clear to me what other services than a fiscal host we need.
If it's your work you identify with then it's most questionable why you do not stand up for your own but use somebody else in your place. And to look at least a bit professional, you need an address, some fiscal service, a legal entity.
Nik
I we do need these, SFC seems the better choice, although I wonder ( as european...) if a US location can/could mean trouble (some economic rules in the US looking sometimes strange for us).
I'm afraid I can't comment in more depth...
Thierry ____________________________________________________ tde-users mailing list -- users@trinitydesktop.org To unsubscribe send an email to users-leave@trinitydesktop.org Web mail archive available at https://mail.trinitydesktop.org/mailman3/hyperkitty/list/users@trinitydeskto...
Hi Slávek!
I new this would pop up again :)
Anno domini 2021 Fri, 19 Feb 16:08:54 +0100 Slávek Banko via tde-users scripsit:
[...]
- Fiscal host.
I dont' trust these organisations. If they are in US and under US law just stay away - without any exeption. That's what my lawyer yays, that's what I have experienced. When it comes to copyright/copywrong stay away from US as far as you can.
[...] The SF Conservancy - https://sfconservancy.org/ - seems to be very well
US law - don't do it.
Dyne.org - https://dyne.org/ - is another company providing such services. It provides legal status for Devuan, for example.
Devuan is "part of" Dyne.org, but as you say it's interconnections are intransparent. It may be good, it may be bad, but you need definitly a lawyer for the contract.
- Our own non-profit organization.
I still would advice a "Verein" in Austria. Legal requirements are minimal ( https://www.ris.bka.gv.at/GeltendeFassung.wxe?Abfrage=Bundesnormen&Geset... - 14 Pages, that's all there is ), stautes of all unions are publicly visible (so secrets there). Statistically every austrian is member of at least 2 unions :) Time needed: once per year a "meeting" should be held and finace is simple bookkeeping (in vs. out), total ~ 2-4 days of work. Formally a minimum of 3 persions is needed for contitution. statutes can be adapted any time.
Nik
The option of founding our own organization may seem the most attractive, but at the same time it represents the greatest overhead burden for us. Because the current active team members want to focus on code maintenance and development, we would have to hire someone trusted to deal with the legislation of such an organization. We would probably also have to hire some lawyers to deal with the legislation to create the company. Because we do not have our own funds and there is no certainty what income we will be able to earn, there is no certainty how we will be able to pay such people. I see too many pitfalls here for this way.
pros
- we would have our own independent organization
cons
- too much overhead for the team leader
- the need to find your own solution for the transparency of the funds
- the risk of neglecting legislative duties
- the need to hire our own accountant
I ask for your opinions and comments on the above options. So far, I have not made any specific request from any of the listed entities - I have only done a research of available information.
Thank you.
0. "Legislation" in English refers to laws enacted e.g. by the EU or national, regional, or local governments. I think what you're talking about is a legal entity such as a partnership, association, club, society, or nonprofit corporation.
- Fiscal host ... e.g. OpenCollective.
OpenCollective itself is not a Fiscal Host. It looks like a potentially useful tool if you don't want to work directly with Stripe. You either need a bank account or a Fiscal Host.
Open Collective Europe is such a Fiscal Host but it doesn't do legal so you're maybe not getting much for your admin fee.
2a. A company that focuses on providing legal status - sfconservancy
Speaking here from USA I'd be very concerned about getting tied into the US legal system - or China's or Russia's or India's. The EU is not perfect but you're in the EU and the EU is less awful than some of the other big players so I would suggest trying to keep your legal footprint within the EU and worry less about patent trolls and sanctions and trade wars and encryption export restrictions.
2b. A company that focuses on providing legal status - dyne
Tried researching them. Very opaque. Thumbs down from me.
- Our own non-profit organization.
The option of founding our own organization may seem the most attractive, but at the same time it represents the greatest overhead burden for us. Because the current active team members want to focus on code maintenance and development, we would have to hire someone trusted to deal with the legislation of such an organization. We would probably also have to hire some lawyers to deal with the legislation to create the company. Because we do not have our own funds and there is no certainty what income we will be able to earn, there is no certainty how we will be able to pay such people. I see too many pitfalls here for this way.
There are alternatives to being a nonprofit corporation such as being an association or club, or being a partnership. You'd have to do some research or talk to a CZ lawyer to see exactly what is available and what the tradeoffs are.
There's some work involved in setting up and maybe some work involved in filing a tax return but I don't think it's all that much. I've set up businesses and as long as you don't have employees it's easy and doesn't need a lawyer. However I'm in the US so YMMV in CZ. I would suggest at minimum investigating if there's an easy route for nonprofits or clubs below a certain turnover.
The nonprofits I've been involved with in the US were indeed incorporated. They file tax returns. Some have employees and some don't. Those without employees are easy.
My parents lived in the UK and were members of a drama group and a community group and some years they were officials such as chair or secretary or treasurer. NO EMPLOYEES. There would be an annual meeting but other than that the bookkeeping and correspondence took less than half an hour a month in the days before they had a computer. They may have used a lawyer for the initial setup but more likely just followed the instructions in a book.
X. Liability
Liability is why you incorporate. If a patent troll attacks we can't afford to defend TDE. Dyne or some Fiscal Host might regret the incident but they wouldn't pay to defend something as small as TDE.
Unlike a drama club we're not worried about fires, falling lights, and people tripping and breaking their legs in the aisles. But if some corporation accuses TDE software of losing data, or letting a hacker in, we can't afford to defend TDE. Doesn't matter if the accusation is valid or not.
Incorporation means that if they take TDE there's a good chance that they won't also take everything the developers own. An unincorporated partnership tied to a Fiscal Host may not provide that protection - research CZ law or ask a lawyer.
And when you've got liability you have to think about liability insurance. You may or may not need it. It might be mandated by some government, or by one of the organizations you do business with. For example in the US I mainly needed liability insurance to satisfy the landlord of the office I rented.
--Mike
On Friday 19 Feb 2021 09:13:04 Mike Bird via tde-users wrote:
Unlike a drama club we're not worried about fires, falling lights, and people tripping and breaking their legs in the aisles. But if some corporation accuses TDE software of losing data, or letting a hacker in, we can't afford to defend TDE. Doesn't matter if the accusation is valid or not.
When I read that, I suddenly remembered that back in the days when I used to log in to Debian GNU/Linux as root, then start kdm manually, you always got the following message after logging in to Debian GNU/Linux:
Debian GNU/Linux comes with ABSOLUTELY NO WARRANTY, to the extent permitted by applicable law.
I was able to display that message again in my netbook just now, without logging out of TDE, by doing ctrl + alt + f1 to get a full screen console with a debian login prompt, then logging in. That message seems to be the same, whether I log in as a normal user, or as root. I could get straight back to my TDE session, by doing ctrl + alt + f7.
It occurred to me after reading Mike Bird's point above, that you don't seem to see any "NO WARRANTY" message like the one above, when TDM starts automatically, at the end of the boot up process.
If there are concerns that a corporation that uses TDE might try to claim legal damages from TDE if something goes wrong, perhaps a helpful precaution could be to put a "NO WARRANTY" message like the one above, somewhere on the TDM login dialogue. And if a user logs in to TDE using e.g. KDM instead of TDM, perhaps a similar message could appear in a message box in front of all other windows when the user has just logged in, with an OK button to dismiss the message, and a checkbox to be checked for "Acknowledge and don't display again".
-- Chris Austin
The non-profit option looks really appealing, but at the same time problems like legal protection and funds management could make it an inappropriate solution for TDE. I'm no expert, but legal protection seems important enough. We must be able to defend TDE accordingly against any legal issues that might arise, and it might be best to leave it to an experienced company.
SFConservancy looks like a good option. Even though they adhere to US laws, the fact that many popular and respectable FOSS projects trust them is something to be considered. Dyne, on the other hand, seems quite unpopular, possibly exactly due to transparency issues and this annoying "we made it" attitude.
If there are concerns that a corporation that uses TDE might try to claim legal damages from TDE if something goes wrong, perhaps a helpful precaution could be to put a "NO WARRANTY" message like the one above, somewhere on the TDM login dialogue. And if a user logs in to TDE using e.g. KDM instead of TDM, perhaps a similar message could appear in a message box in front of all other windows when the user has just logged in, with an OK button to dismiss the message, and a checkbox to be checked for "Acknowledge and don't display again".
The "No Warranty" idea looks reasonable enough, even though no other DE is doing this AFAIK. Actually, this notice could also be put on the first page of KPersonalizer, as this is what the user sees when they first log on.
-- Mavridis Philippe
Mavridis Philippe wrote:
SFConservancy looks like a good option. Even though they adhere to US laws, the fact that many popular and respectable FOSS projects trust them is something to be considered. Dyne, on the other hand, seems quite unpopular, possibly exactly due to transparency issues and this annoying "we made it" attitude.
I was working a bit with web shops and there it matters where the company is registered - you mention the court that would be responsible for any legal cases. I'm not sure if this applies to TDE, but IMO it is wise to look at TDE as legal entity. Based on that you can decide which company could take over the case in the EU or in the US.
If there are concerns that a corporation that uses TDE might try to claim legal damages from TDE if something goes wrong, perhaps a helpful precaution could be to put a "NO WARRANTY" message like the one above, somewhere on the TDM login dialogue. And if a user logs in to TDE using e.g. KDM instead of TDM, perhaps a similar message could appear in a message box in front of all other windows when the user has just logged in, with an OK button to dismiss the message, and a checkbox to be checked for "Acknowledge and don't display again".
The "No Warranty" idea looks reasonable enough, even though no other DE is doing this AFAIK. Actually, this notice could also be put on the first page of KPersonalizer, as this is what the user sees when they first log on.
+1 here
On Friday 19 of February 2021 18:13:04 Mike Bird via tde-users wrote:
- "Legislation" in English refers to laws enacted e.g. by the EU or national, regional, or local governments. I think what you're talking about is a legal entity such as a partnership, association, club, society, or nonprofit corporation.
What I mentioned as option 3. I assumed some form of non-profit organization. In this option 0. you mean something different than I thought in option 3.?
- Fiscal host ... e.g. OpenCollective.
OpenCollective itself is not a Fiscal Host. It looks like a potentially useful tool if you don't want to work directly with Stripe. You either need a bank account or a Fiscal Host.
Open Collective Europe is such a Fiscal Host but it doesn't do legal so you're maybe not getting much for your admin fee.
Yes, here I was a little inaccurate in the description - OpenCollective is a platform and Open Source Collective (for the US) and Open Collective Europe (for the EU) are the fiscal hosts I had in mind when I mentioned the choice between the US and the EU. As I mentioned, these fiscal hosts only provide fund management and legal status in terms of tax returns.
2a. A company that focuses on providing legal status - sfconservancy
Speaking here from USA I'd be very concerned about getting tied into the US legal system - or China's or Russia's or India's. The EU is not perfect but you're in the EU and the EU is less awful than some of the other big players so I would suggest trying to keep your legal footprint within the EU and worry less about patent trolls and sanctions and trade wars and encryption export restrictions.
In this regard, I hoped that if SF Conservancy agreed to become a membership project and take us under its roof, these legal issues would be on SF Conservancy's shoulders. This is exactly what I saw as an advantage over a simple fiscal host as well as over when we would have our own small organization without the background of lawyers. At SF Conservancy, I expect lawyers who have experience with this, and that this is their important advantage.
2b. A company that focuses on providing legal status - dyne
Tried researching them. Very opaque. Thumbs down from me.
Yes, we completely agree here.
At present, I do not know of any other company of such a focus that could be as option 2c.
- Our own non-profit organization.
The option of founding our own organization may seem the most attractive, but at the same time it represents the greatest overhead burden for us. Because the current active team members want to focus on code maintenance and development, we would have to hire someone trusted to deal with the legislation of such an organization. We would probably also have to hire some lawyers to deal with the legislation to create the company. Because we do not have our own funds and there is no certainty what income we will be able to earn, there is no certainty how we will be able to pay such people. I see too many pitfalls here for this way.
There are alternatives to being a nonprofit corporation such as being an association or club, or being a partnership. You'd have to do some research or talk to a CZ lawyer to see exactly what is available and what the tradeoffs are.
There's some work involved in setting up and maybe some work involved in filing a tax return but I don't think it's all that much. I've set up businesses and as long as you don't have employees it's easy and doesn't need a lawyer. However I'm in the US so YMMV in CZ. I would suggest at minimum investigating if there's an easy route for nonprofits or clubs below a certain turnover.
The nonprofits I've been involved with in the US were indeed incorporated. They file tax returns. Some have employees and some don't. Those without employees are easy.
My parents lived in the UK and were members of a drama group and a community group and some years they were officials such as chair or secretary or treasurer. NO EMPLOYEES. There would be an annual meeting but other than that the bookkeeping and correspondence took less than half an hour a month in the days before they had a computer. They may have used a lawyer for the initial setup but more likely just followed the instructions in a book.
For our own small organization, we would have to deal with filing tax returns as well as monitoring possible changes in legislation. This can be easy or it may require hiring an accountant and possibly a lawyer. At the same time, we would have to verify whether the members of such an organization can come from countries other than the one in which the organization will be formed, or whether there is a condition to reside in that state. In any case, it would not provide a protective roof, as it could be from the SF Conservancy.
X. Liability
Liability is why you incorporate. If a patent troll attacks we can't afford to defend TDE. Dyne or some Fiscal Host might regret the incident but they wouldn't pay to defend something as small as TDE.
Unlike a drama club we're not worried about fires, falling lights, and people tripping and breaking their legs in the aisles. But if some corporation accuses TDE software of losing data, or letting a hacker in, we can't afford to defend TDE. Doesn't matter if the accusation is valid or not.
Incorporation means that if they take TDE there's a good chance that they won't also take everything the developers own. An unincorporated partnership tied to a Fiscal Host may not provide that protection - research CZ law or ask a lawyer.
And when you've got liability you have to think about liability insurance. You may or may not need it. It might be mandated by some government, or by one of the organizations you do business with. For example in the US I mainly needed liability insurance to satisfy the landlord of the office I rented.
We provide TDE under the GNU GPL license, where the disclaimer is part of this license (points 11 and 12). As Chris mentioned and suggested by Philippe, this disclaimer could be added to the first card in the KPersonalizer. That seems like a good idea to me.
--Mike ____________________________________________________
Thank you for many of your helpful observations and comments.
Cheers
On Fri February 19 2021 17:13:02 Slávek Banko via tde-users wrote:
On Friday 19 of February 2021 18:13:04 Mike Bird via tde-users wrote:
- "Legislation" in English refers to laws enacted e.g. by the EU or national, regional, or local governments. I think what you're talking about is a legal entity such as a partnership, association, club, society, or nonprofit corporation.
What I mentioned as option 3. I assumed some form of non-profit organization. In this option 0. you mean something different than I thought in option 3.?
Maybe I shouldn't have numbered it at all instead of using 0. I was trying to explain that you had been using the word "legislation" but "legislation" doesn't mean a legal entity such as a nonprofit, "legislation" means laws. This "section 0" is not intended to offer another option. Like "section X" on liability it is a related issue but not another option.
- Fiscal host ... e.g. OpenCollective.
Yes, here I was a little inaccurate in the description - OpenCollective is a platform and Open Source Collective (for the US) and Open Collective Europe (for the EU) are the fiscal hosts I had in mind when I mentioned the choice between the US and the EU. As I mentioned, these fiscal hosts only provide fund management and legal status in terms of tax returns.
Quoting from their web site: "Your collective remains an unincorporated partnership. That means that you cannot use the Open Collective Europe ASBL non profit as the point of contact, billing address or legal entity responsible for your activities"
This would appear to preclude using them for tax returns. The taxable entity would, it seems to me, be the unincorporated partnership, or the members thereof.
2a. A company that focuses on providing legal status - sfconservancy
In this regard, I hoped that if SF Conservancy agreed to become a membership project and take us under its roof, these legal issues would be on SF Conservancy's shoulders. This is exactly what I saw as an advantage over a simple fiscal host as well as over when we would have our own small organization without the background of lawyers. At SF Conservancy, I expect lawyers who have experience with this, and that this is their important advantage.
The question you have to ask is why would SFC spend millions of dollars defending TDE? Linux, yes. Their donors have a vested interest in Linux and similar high profile projects. But their likely income from TDE wouldn't cover the cost of an attorney writing a letter - I've paid $730 for a simple half page letter - let alone litigating a case that could cost millions.
- Our own non-profit organization.
For our own small organization, we would have to deal with filing tax returns as well as monitoring possible changes in legislation. This can be easy or it may require hiring an accountant and possibly a lawyer. At the same time, we would have to verify whether the members of such an organization can come from countries other than the one in which the organization will be formed, or whether there is a condition to reside in that state. In any case, it would not provide a protective roof, as it could be from the SF Conservancy.
Non-profits are not a big deal. There are probably thousands of them if you live in a big city. Everything from sports groups to model railroad clubs to amateur opera. You don't need an accountant or a lawyer unless you have employees or huge sums of money. Bookkeeping isn't much more than balancing a check book. You're not selling stuff so you don't even need Quickbooks or GnuCash. Quicken or KMyMoney is more than enough.
X. Liability
We provide TDE under the GNU GPL license, where the disclaimer is part of this license (points 11 and 12). As Chris mentioned and suggested by Philippe, this disclaimer could be added to the first card in the KPersonalizer. That seems like a good idea to me.
The disclaimer is the first line of defense but it only disclaims warranty and only to the extent permitted by law. Even here in the US such a disclaimer does not protect against implied warranties. Consumer protections are stronger in the EU so warranty disclaimers give TDE less protection.
If some large corporation sues TDE and claims that you deliberately or negligently harmed them pretty much your only practical defense is to give them your non-profit and all its assets and try to get the court to protect you and your assets. Nobody is going to donate a few million dollars for a legal defense fund unless you're as important and famous as Linux or Gnu.
If you're not incorporated there is no defense. You may or may not have a house and car and savings now but you probably will have in the future and your significant other may not be pleased if they all disappear one day because some corporation decided to sue TDE.
As it happens although my hobbies all involve nonprofit corporations my business does not. It is a sole proprietorship. However I carefully control who I sell my services to and none of them are likely to sue me. You have no control over who installs TDE. Royal Dutch Shell could install TDE, KMail could lose an email, Shell could lose millions, and they could come after you and the other developers personally unless you are incorporated.
I am not a lawyer (although I've won issues on appeal in propria persona). I am not your lawyer. I am not TDE's lawyer. Nothing here is legal advice. My only advice to you is to consult a CZ lawyer - or trustworthy book - not to set up your nonprofit corporation but to help you decide whether you need one.
On 2021/02/20 12:08 AM, Slávek Banko via tde-users wrote:
Hi all,
in previous emails, I sent information about the status of the project, we discussed the migration of services and also about CLA vs. DCO. Now it is time to open another big topic: how to achieve a legal status of the project? Here are some questions and several possible solutions. Again, I apologize in advance for the long mail, but it's an important topic, so it deserves thorough information.
Here are my non-expert 2c.
1. Whatever we do, we need to make sure it is a safe thing. All the people who contribute to TDE, do that out of their spare time and free will. We cannot put those people, their families or belongings under any sort of risk. If there isn't any safe way, then no point to proceed IMO, even if it means no donations.
2. Personal preference is to stay away from US legislation if possible, heard way to many funny stories through the years. Nevertheless if the only safe way forward is a US-based system, then we should still consider that (SFC for example).
3. Out of the options listed by Slavek, at the moment SFC seems to be the only viable one (again I am not expert).
4. Currently TDE "belongs" to Tim. It would be worth reaching out to him to see how he has managed legal things so far.
5. Adding a no-warranty thing is definitely a good suggestion and something to do. We should have it very clear on the website main page and also as a footer of any page. Moreover add a dialog after login as suggested. I would also suggest we state that TDE comes with "NO WARRANTY AT ALL, REGARDLESS OF ANY APPLICABLE LAW IN ANY STATE OR SOVEREIGN. If you use TDE you do it at your own risk and TDE and the TDE <organization/non profit/association/fit-the-best-word> can in no way be held responsible for any damage or consequence resulting from its usage." and add an "I agree" button to it.
6. Question to ask ourselves: if we don't do anything and we continue as is, what is the current status and what are the current risks?
I am totally no expert of legal matters, so if what I said above makes no sense, feel free to correct me.
Cheers Michele
On Fri February 19 2021 21:24:43 Michele Calgaro via tde-users wrote:
I would also suggest we state that TDE comes with "NO WARRANTY AT ALL. REGARDLESS OF ANY APPLICABLE LAW IN ANY STATE OR SOVEREIGN.
Telling the court in advance and in writing that you don't respect the law may not be a winning strategy.
B-/
Anno domini 2021 Fri, 19 Feb 23:59:47 -0800 Mike Bird via tde-users scripsit:
On Fri February 19 2021 21:24:43 Michele Calgaro via tde-users wrote:
I would also suggest we state that TDE comes with "NO WARRANTY AT ALL. REGARDLESS OF ANY APPLICABLE LAW IN ANY STATE OR SOVEREIGN.
Telling the court in advance and in writing that you don't respect the law may not be a winning strategy.
LOL ... TDE is coverd my GPL, so you should not be to worried about those warrenty thing. Just stay out of the US!
Set up a non-profite organisation like a local railroad club and it'll good. Keep it local. In Slaveks case: locate it in CZ. In my case: I'd make it in AT. In any case 3 people will be needed to form the formal "head" of the organisation, and they should be in or near the country where the organisation is set up. In Austria you must have (by law) an insurance for legal matters for the organisation - it's some 100€/year.
Never ever let somebody you do not know be your supervisor of any kind. This includes fiscal hosts, dyne.org ... you name it. All are out of your local jurisdiction and in case of a conflicht with your host you have to sue him in his country by his laws. This is a very bad idea to start with.
Nik
B-/ ____________________________________________________ tde-users mailing list -- users@trinitydesktop.org To unsubscribe send an email to users-leave@trinitydesktop.org Web mail archive available at https://mail.trinitydesktop.org/mailman3/hyperkitty/list/users@trinitydeskto...
Dr. Nikolaus Klepp wrote:
Set up a non-profite organisation like a local railroad club and it'll good. Keep it local. In Slaveks case: locate it in CZ. In my case: I'd make it in AT. In any case 3 people will be needed to form the formal "head" of the organisation, and they should be in or near the country where the organisation is set up. In Austria you must have (by law) an insurance for legal matters for the organisation - it's some 100€/year.
Yes, I was also thinking of this. I am also in Austria - the insurance I pay is not mandatory but still very recommended. I am not sure what is the insured policy anymore but I think it was 1mil and I started with 120,- 10y ago and now it is 150/y. However I do not think that a non for profit organization needs such expensive insurance.
Never ever let somebody you do not know be your supervisor of any kind. This includes fiscal hosts, dyne.org ... you name it. All are out of your local jurisdiction and in case of a conflicht with your host you have to sue him in his country by his laws. This is a very bad idea to start with.
fully agree with you Mr. Klepp
On Friday 19 February 2021 07:08:54 Slávek Banko via tde-users wrote:
Hi all,
in previous emails, I sent information about the status of the project, we discussed the migration of services and also about CLA vs. DCO. Now it is time to open another big topic: how to achieve a legal status of the project? Here are some questions and several possible solutions. Again, I apologize in advance for the long mail, but it's an important topic, so it deserves thorough information.
Simple is good, simplistic is not. It's good to keep things simple and uncomplicated; but if it leads to unforeseen complications further down the road, that's not good. For example, if TDE runs into legal problems, or copyright trolls, or other stuff that others have discussed.
Best thing is to make it clear what we really want. And my guess is that we all want TDE to continue development, to be available for us to use as our desktop; not to slip from our control. By "us" I mean the whole group, developers and users.
My reason for spelling out what might seem obvious is this: "open source" is not the same as free/libre software. What starts out as a good thing can be changed by small degrees over time, so that in a few years the software is compromised. Corruption usually doesn't happen all at once, but goes through small steps that are barely perceptible; and I worry that if we get sloppy about the licensing, then other entities may find a way of seizing control. (The Brave browser, for example, is in the news now for having been exposed as not so secure as they claim.) Often these problems arise due to MONEY: taking funding from sources who have ulterior motives. If we keep the license free/libre instead of just "open source", this will shield us from most of those problems.
For those who don't appreciate the distinction between free/libre and open source, see the Free Software Foundation, as well as the writings of Richard Stallman and others. (He is annoying as hell sometimes, but the past 20 years or so have proved him right.) I feel strongly that we ought to keep the TDE project as completely free/libre GNU Linux; no watered-down "open source" definitions for licensing. Also, we might be able to get some free publicity, if the TDE project gets listed among the FSF's approved list of free/libre software. (I don't know that they list desktops as such, but they do list other "side projects" - that is, items which are not a complete OS, but only a component.)
Stay away from US! I live here, and the laws that regulate technology are confusing, contradictory and created out of fear and ignorance. The EU is better, in my opinion, although recent developments there are also cause for concern. The Electronic Frontiers Foundation (EFF) might be able to offer some guidance for us. We might also write an email to Mr Stallman himself, as he does answer emails, especially where it concerns the issue of keeping free software free (as in freedom, not as in free beer). I feel sure that he will have an opinion, and might have suggestions for how to go about setting up TDE as a legal business entity and non-profit. There are others out there, too, whom it might be worth asking.
Wherever TDE touches down upon the earth, we become subject to the laws there, so we ought to consider this step very carefully. But where, if not the US or EU? Finland? Iceland? Bhutan? We will probably need to have a few actual human beings who live in that region, so they can receive mail, accept donations, pay the bills ... so that sort of points to the EU.
I have some money that is burning a hole in my pocket, some of which I'd like to contribute to the TDE project, so it would be nice to have some way of donating without using either PayPal or Bitcoin, neither of which have worked for me in the past.
However, if TDE at some point in future starts behaving like other projects, such as KDE, or the Brave browser, or Mozilla (the list is long), then I will move on to something else. The reason I like TDE is that it still obeys me when I am running my own machine; the only way to keep it in control of users is to keep it free/libre, GNU/Linux, not merely open source.
Regardless how we organize, then, using a fiscal host, using the SF Conservancy or Dyne, or creating a non-profit, I believe that we ought to keep to the free/libre license as our standard. Better to wait awhile longer than to rush into anything.
Out of the choices that Slavek listed, both SF Conservancy and Dyne take some control away from us. A fiscal host sounds good, but offers no legal protections. Creating our own non-profit would give us the most control, but also more headaches. In the US, non-profits are not always so unprofitable, and can entail too much work. The EU seems better in this respect; many non-profits require only a few hours per month to manage the books and other business.
Since I myself like to keep business matters simple, so that I can spend my time doing what I really want, my gut instinct tells me that some combination of a fiscal host and a non-profit, based in the EU, would come closest to that aim of keeping control within the group of developers and users, and adhering to the definitions of free/libre GNU/Linux.
I hope that I have said enough, and have persuaded everybody ... but ...
Bill
Thank you all for the useful observations and your opinions and suggestions. It was all important. I will try to make a recap here.
On Friday 19 of February 2021 16:08:54 Slávek Banko via tde-users wrote:
- Fiscal host ... e.g. OpenCollective.
Mike, thank you for finding out, now I looked at the terms in more detail.
When choosing an OpenCollective platform with the fiscal host Open Collective Europe, it really does not bring legal entity status, but only fund management - accepting donations and making payments according to the instructions of team leaders (collective).
If we remained unincorporated, as we are now, we would gain a way to manage our fund - accept donations, pay expenses - nothing more. For ownership of things like domain names, trademarks, we continue to have to deal with this on a personal level with team members.
If we conclude that we should incorporate, then this choice alone is not a sufficient solution. There would be a possibility of a combination - to create your own legal entity and enter into an agreement between Open Collective Europe and our entity. The question is whether using the Open Collective platform would provide an advantage at the cost of fees.
2a. A company that focuses on providing legal status - sfconservancy
The SF Conservancy seems to be very credible and could probably be a good support for us. The patronage of a well-known company, which is also a representative of major open source projects, could be discouraging for possible patent trolls and similar harmful creatures. Here, however, it would depend on whether SF Conservancy would be interested in us becoming a member project. The disadvantage seems to be that it is bound by US law. We have to decide whether, despite this fact, we want to try this way or not?
2a. A company that focuses on providing legal status - dyne
There is a clear consensus here - dyne.org seems very untrustworthy - we don't want to go that way.
2c. A company that focuses on providing legal status - OpenCollective
I'm adding OpenCollective here as variant 2c, because when choosing OpenCollective with the fiscal host Open Source Collective, it provides the services of a legal entity similar to SF Conservancy, not just fund management. Although there is good transparency in fund management, SF Conservancy seems more specialized and can offer a stronger background. However, there is the same disadvantage - it is bound by US law. Therefore, the same question as for 2a: Do we want to be bound by US law?
- Our own non-profit organization.
I was worried that this could be an obstacle to creating a legal entity in the Czech Republic - it will be necessary to use Czech when dealing with the authorities. On the other hand, if we wanted to create a non-profit organization in the EU, we would still have to choose a specific country, so why not CZ, because when choosing another country, it will be a another language that will be needed.
I researched the possibilities here. According to the current law, we have an option called "spolek" or "zapsaný spolek" ("registered association" - allowed abbreviation "z.s."). It is an association of three or more persons, which has its own statutes and acts as a legal entity. The members of the association are not liable for its debts.
I also researched what the account management options are here. The local bank Fio.cz provides a Transparent Account. Such an account allows free viewing of transactions on the account. Account management and operations fees are minimal - basically the only fee is for payment outside the EU.
Again, I ask for your observations and comments. Currently the basic questions I see:
1) Do we want to try to address the SF Conservancy, even if it means being bound by US law?
2) If so, but SF Conservancy rejects us, do we want to become a member of the Open Source Collective?
3) If we want to avoid US law, do we want to continue as unregistered - only as a virtual team with Open Collective Europe?
4) Or we don't want any of the above - do we want our own legal entity?
Thank you!
Cheers
On Sun February 21 2021 08:20:13 Slávek Banko via tde-users wrote:
I researched the possibilities here. According to the current law, we have an option called "spolek" or "zapsaný spolek" ("registered association" - allowed abbreviation "z.s."). It is an association of three or more persons, which has its own statutes and acts as a legal entity. The members of the association are not liable for its debts.
My preference would be for the most the most active TDE developers to be the members of such an association, except for any who might decline.
Do you know if this is possible or do the members all have to be CZ residents or citizens?
--Mike
Dne Sunday 21 of February 2021 18:26:45 Mike Bird via tde-users napsal(a):
On Sun February 21 2021 08:20:13 Slávek Banko via tde-users wrote:
I researched the possibilities here. According to the current law, we have an option called "spolek" or "zapsaný spolek" ("registered association" - allowed abbreviation "z.s."). It is an association of three or more persons, which has its own statutes and acts as a legal entity. The members of the association are not liable for its debts.
My preference would be for the most the most active TDE developers to be the members of such an association, except for any who might decline.
Do you know if this is possible or do the members all have to be CZ residents or citizens?
--Mike ____________________________________________________
I tried to find an answer to this question before I sent a recap ... I just forgot to write it in the email.
I have read several procedures that describe the establishment of an association and I have also read the relevant sections of the law and no restrictions on the address are stated there. Therefore, I assume that the only thing we would have to technically solve is how to do the constituent general meeting and vote remotely. As well as regular annual general meetings. I suppose that at this time, when there is a preference for meetings to be remote, it should be acceptable as a valid general meeting. In the case of registration on the basis of the constituent general meeting, there should be a need for an officially verified signature only for the person who will submit the application for registration.
Cheers
Anno domini 2021 Sun, 21 Feb 18:55:24 +0100 Slávek Banko via tde-users scripsit:
Dne Sunday 21 of February 2021 18:26:45 Mike Bird via tde-users napsal(a):
On Sun February 21 2021 08:20:13 Slávek Banko via tde-users wrote:
I researched the possibilities here. According to the current law, we have an option called "spolek" or "zapsaný spolek" ("registered association" - allowed abbreviation "z.s."). It is an association of three or more persons, which has its own statutes and acts as a legal entity. The members of the association are not liable for its debts.
My preference would be for the most the most active TDE developers to be the members of such an association, except for any who might decline.
Do you know if this is possible or do the members all have to be CZ residents or citizens?
--Mike ____________________________________________________
I tried to find an answer to this question before I sent a recap ... I just forgot to write it in the email.
I have read several procedures that describe the establishment of an association and I have also read the relevant sections of the law and no restrictions on the address are stated there. Therefore, I assume that the only thing we would have to technically solve is how to do the constituent general meeting and vote remotely. As well as regular annual general meetings. I suppose that at this time, when there is a preference for meetings to be remote, it should be acceptable as a valid general meeting. In the case of registration on the basis of the constituent general meeting, there should be a need for an officially verified signature only for the person who will submit the application for registration.
Cheers
Don't know the details for CZ, but here in AT you can agree on a "Umlaufbeschluss" (circular resolution). In case it has to be a real signature just send a letter and everybody signes it.
Nik
Slávek Banko via tde-users wrote:
I have read several procedures that describe the establishment of an association and I have also read the relevant sections of the law and no restrictions on the address are stated there.
Might be wise to consult a layer first. I could pay the bill if it is issued on my name and is reasonable (I mean consulting in Austria is something from 100-500/h depending on the layer and subject)
On Tuesday 23 of February 2021 00:02:12 deloptes wrote:
Slávek Banko via tde-users wrote:
I have read several procedures that describe the establishment of an association and I have also read the relevant sections of the law and no restrictions on the address are stated there.
Might be wise to consult a layer first. I could pay the bill if it is issued on my name and is reasonable (I mean consulting in Austria is something from 100-500/h depending on the layer and subject)
I tried to reach a lawyer who works with one of our customers. I'll see if I get the answer or whether I will be referred to another lawyer dealing with this field.
Next to this, I found some cases of the associations who joins people from more countries - one case of Czech and Polish. So it should be sufficient confirmation that members can be from other countries. In addition, I realized that vpsFree.org is also a association according to Czech law and, as far as I know they also have members from other countries, not only Czech.
So it seems that there is no obstacle in this regard.
Cheers
Slávek Banko via tde-users wrote:
I tried to reach a lawyer who works with one of our customers. I'll see if I get the answer or whether I will be referred to another lawyer dealing with this field.
Next to this, I found some cases of the associations who joins people from more countries - one case of Czech and Polish. So it should be sufficient confirmation that members can be from other countries. In addition, I realized that vpsFree.org is also a association according to Czech law and, as far as I know they also have members from other countries, not only Czech.
So it seems that there is no obstacle in this regard.
I did not mean only this aspect, I meant the overall details. From my experience - we are intelligent and we understand law when we read it, but we do not know all the details. It is easy to miss something.
On Tuesday 23 February 2021 00:18:37 deloptes wrote:
Slávek Banko via tde-users wrote:
I tried to reach a lawyer who works with one of our customers. I'll see if I get the answer or whether I will be referred to another lawyer dealing with this field.
Next to this, I found some cases of the associations who joins people from more countries - one case of Czech and Polish. So it should be sufficient confirmation that members can be from other countries. In addition, I realized that vpsFree.org is also a association according to Czech law and, as far as I know they also have members from other countries, not only Czech.
So it seems that there is no obstacle in this regard.
I did not mean only this aspect, I meant the overall details. From my experience - we are intelligent and we understand law when we read it, but we do not know all the details. It is easy to miss something.
It is good to "lawyer up" (as we say here) before such an important undertaking. None of us are lawyers, but we know what we want. At this stage, I would get a lawyer to explain it to us, how to get from here to there.
Bill
Anno domini 2021 Tue, 23 Feb 00:42:57 -0800 William Morder via tde-users scripsit:
On Tuesday 23 February 2021 00:18:37 deloptes wrote:
Slávek Banko via tde-users wrote:
I tried to reach a lawyer who works with one of our customers. I'll see if I get the answer or whether I will be referred to another lawyer dealing with this field.
Next to this, I found some cases of the associations who joins people from more countries - one case of Czech and Polish. So it should be sufficient confirmation that members can be from other countries. In addition, I realized that vpsFree.org is also a association according to Czech law and, as far as I know they also have members from other countries, not only Czech.
So it seems that there is no obstacle in this regard.
I did not mean only this aspect, I meant the overall details. From my experience - we are intelligent and we understand law when we read it, but we do not know all the details. It is easy to miss something.
It is good to "lawyer up" (as we say here) before such an important undertaking. None of us are lawyers, but we know what we want. At this stage, I would get a lawyer to explain it to us, how to get from here to there.
:) There are two important things: - Where does money come from and how is it spent - Who decides on the membership status (members with/without voting rights)
Second point is important for not loosing the project by "friendly" takeover.
Nik
Bill
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On 2/23/21 1:15 PM, deloptes wrote:
Dr. Nikolaus Klepp wrote:
Second point is important for not loosing the project by "friendly" takeover.
or hit by car accident
BTW how is Debian organized? (just curios)
https://www.debian.org/donations
-- Linux. A Continual Learning Experience.
On Tuesday 23 of February 2021 19:28:24 Edward wrote:
On 2/23/21 1:15 PM, deloptes wrote:
Dr. Nikolaus Klepp wrote:
Second point is important for not loosing the project by "friendly" takeover.
or hit by car accident
BTW how is Debian organized? (just curios)
https://www.debian.org/donations
-- Linux. A Continual Learning Experience.
Spi seems to be similarly focused and probably a similarly trusted company as SF Conservancy. There is also many important projects under its roof:
https://www.spi-inc.org/projects/
However, the same problem - is subject to US law.
Cheers
Slávek Banko via tde-users wrote:
Spi seems to be similarly focused and probably a similarly trusted company as SF Conservancy. There is also many important projects under its roof:
https://www.spi-inc.org/projects/
However, the same problem - is subject to US law.
Perhaps this is why they founded similar legal entities in France and Liechtenstein/Switzerland (debian.ch).
But it looks like we are on the right way and like Bill said lawyer up for the last step. It is important to have the form of the entity and the legal status clear. It might be similar in Austria and Czech Republic - no taxes etc.
On Tuesday 23 February 2021 11:16:08 deloptes wrote:
Slávek Banko via tde-users wrote:
Spi seems to be similarly focused and probably a similarly trusted company as SF Conservancy. There is also many important projects under its roof:
https://www.spi-inc.org/projects/
However, the same problem - is subject to US law.
Perhaps this is why they founded similar legal entities in France and Liechtenstein/Switzerland (debian.ch).
But it looks like we are on the right way and like Bill said lawyer up for the last step. It is important to have the form of the entity and the legal status clear. It might be similar in Austria and Czech Republic - no taxes etc.
Even with expert legal advice from real lawyers, it could be that we do not foresee all possible developments, or notice flaws in how we have organized our legal entity. (I was also thinking of "local" chapters in different countries, in order to avoid being trapped by the laws of one place or another; but for now that seems too complicated.)
In any case, if we keep the code free/libre, our business transactions transparent, and make sure that the legal entity remains within our control, then at least we may provide a way "out" if things take a turn for the worse.
If TDE should go the way of Debian (for example), some of us can always start another fork (as with Devuan). But let's try to avoid that sort of future with proper planning and good legal advice.
Bill
Anno domini 2021 Tue, 23 Feb 12:53:20 -0800 William Morder via tde-users scripsit:
On Tuesday 23 February 2021 11:16:08 deloptes wrote:
Slávek Banko via tde-users wrote:
Spi seems to be similarly focused and probably a similarly trusted company as SF Conservancy. There is also many important projects under its roof:
https://www.spi-inc.org/projects/
However, the same problem - is subject to US law.
Perhaps this is why they founded similar legal entities in France and Liechtenstein/Switzerland (debian.ch).
But it looks like we are on the right way and like Bill said lawyer up for the last step. It is important to have the form of the entity and the legal status clear. It might be similar in Austria and Czech Republic - no taxes etc.
Even with expert legal advice from real lawyers, it could be that we do not foresee all possible developments, or notice flaws in how we have organized our legal entity. (I was also thinking of "local" chapters in different countries, in order to avoid being trapped by the laws of one place or another; but for now that seems too complicated.)
In any case, if we keep the code free/libre, our business transactions transparent, and make sure that the legal entity remains within our control, then at least we may provide a way "out" if things take a turn for the worse.
If TDE should go the way of Debian (for example), some of us can always start another fork (as with Devuan). But let's try to avoid that sort of future with proper planning and good legal advice.
"one lawyer, two opinions" - Anyway, this is going to turn out just fine :)
Nik
Bill ____________________________________________________ tde-users mailing list -- users@trinitydesktop.org To unsubscribe send an email to users-leave@trinitydesktop.org Web mail archive available at https://mail.trinitydesktop.org/mailman3/hyperkitty/list/users@trinitydeskto...
Anno domini 2021 Tue, 23 Feb 19:15:51 +0100 deloptes scripsit:
Dr. Nikolaus Klepp wrote:
Second point is important for not loosing the project by "friendly" takeover.
or hit by car accident
BTW how is Debian organized? (just curios)
If I remember correctly, it breaks down to 5 people and some "interesting" voting regime. I vividly remember systemd desaster - that's what I call a "friendly takeover" ;)
Nik
tde-users mailing list -- users@trinitydesktop.org To unsubscribe send an email to users-leave@trinitydesktop.org Web mail archive available at https://mail.trinitydesktop.org/mailman3/hyperkitty/list/users@trinitydeskto...
On Tuesday 23 of February 2021 19:59:56 Dr. Nikolaus Klepp wrote:
Anno domini 2021 Tue, 23 Feb 19:15:51 +0100
deloptes scripsit:
Dr. Nikolaus Klepp wrote:
Second point is important for not loosing the project by "friendly" takeover.
or hit by car accident
BTW how is Debian organized? (just curios)
If I remember correctly, it breaks down to 5 people and some "interesting" voting regime. I vividly remember systemd desaster - that's what I call a "friendly takeover" ;)
Nik
There is a DPL = Debian Project Leader that is elected every year and the Debian Technical Committee. See Debian Constitution.
https://www.debian.org/devel/leader https://www.debian.org/devel/tech-ctte https://www.debian.org/devel/constitution
Cheers
Anno domini 2021 Sun, 21 Feb 17:20:13 +0100 Slávek Banko via tde-users scripsit:
[...] I researched the possibilities here. According to the current law, we have an option called "spolek" or "zapsaný spolek" ("registered association" - allowed abbreviation "z.s."). It is an association of three or more persons, which has its own statutes and acts as a legal entity. The members of the association are not liable for its debts.
I also researched what the account management options are here. The local bank Fio.cz provides a Transparent Account. Such an account allows free viewing of transactions on the account. Account management and operations fees are minimal - basically the only fee is for payment outside the EU.
Sounds good for me. It's just the ame as "Verein" in Austria.
Again, I ask for your observations and comments. Currently the basic questions I see:
- Do we want to try to address the SF Conservancy, even if it means being
bound by US law?
No sane person should do that.
- If so, but SF Conservancy rejects us, do we want to become a member of
the Open Source Collective?
- If we want to avoid US law, do we want to continue as unregistered -
only as a virtual team with Open Collective Europe?
- Or we don't want any of the above - do we want our own legal entity?
ad 4: +1 for that. Let's stand on our own feet.
Nik
Thank you!
Cheers
On Sunday 21 February 2021 19.45:35 Dr. Nikolaus Klepp wrote:
Again, I ask for your observations and comments. Currently the basic questions I see:
- Do we want to try to address the SF Conservancy, even if it means
being bound by US law?
No sane person should do that.
- If so, but SF Conservancy rejects us, do we want to become a member of
the Open Source Collective?
- If we want to avoid US law, do we want to continue as unregistered -
only as a virtual team with Open Collective Europe?
- Or we don't want any of the above - do we want our own legal entity?
ad 4: +1 for that. Let's stand on our own feet.
Nik
I totaly agree with Nik
Thierry
On Sunday 21 February 2021 10:45:35 Dr. Nikolaus Klepp wrote:
Anno domini 2021 Sun, 21 Feb 17:20:13 +0100
Slávek Banko via tde-users scripsit:
[...] I researched the possibilities here. According to the current law, we have an option called "spolek" or "zapsaný spolek" ("registered association" - allowed abbreviation "z.s."). It is an association of three or more persons, which has its own statutes and acts as a legal entity. The members of the association are not liable for its debts.
I also researched what the account management options are here. The local bank Fio.cz provides a Transparent Account. Such an account allows free viewing of transactions on the account. Account management and operations fees are minimal - basically the only fee is for payment outside the EU.
Sounds good for me. It's just the ame as "Verein" in Austria.
Again, I ask for your observations and comments. Currently the basic questions I see:
- Do we want to try to address the SF Conservancy, even if it means
being bound by US law?
No sane person should do that.
- If so, but SF Conservancy rejects us, do we want to become a member of
the Open Source Collective?
- If we want to avoid US law, do we want to continue as unregistered -
only as a virtual team with Open Collective Europe?
- Or we don't want any of the above - do we want our own legal entity?
ad 4: +1 for that. Let's stand on our own feet.
Nik
Thank you!
Cheers
+1 = I agree with Nik. Whatever protections are offered by SF Conservancy, it comes with the burden of being subject to US law. Dyne doesn't seem to be a good option. Thus, the best choice is to stand on our own feet.
The main thing is, don't give up some degree of control to outside entities. Some combination of fiscal host and simple non-profit organization, or similar legal entity.
Bill
On 2021-02-21 10:20:13 Slávek Banko via tde-users wrote:
Thank you all for the useful observations and your opinions and suggestions. It was all important. I will try to make a recap here.
On Friday 19 of February 2021 16:08:54 Slávek Banko via tde-users wrote:
- Fiscal host ... e.g. OpenCollective.
Mike, thank you for finding out, now I looked at the terms in more detail.
When choosing an OpenCollective platform with the fiscal host Open Collective Europe, it really does not bring legal entity status, but only fund management - accepting donations and making payments according to the instructions of team leaders (collective).
If we remained unincorporated, as we are now, we would gain a way to manage our fund - accept donations, pay expenses - nothing more. For ownership of things like domain names, trademarks, we continue to have to deal with this on a personal level with team members.
If we conclude that we should incorporate, then this choice alone is not a sufficient solution. There would be a possibility of a combination - to create your own legal entity and enter into an agreement between Open Collective Europe and our entity. The question is whether using the Open Collective platform would provide an advantage at the cost of fees.
2a. A company that focuses on providing legal status - sfconservancy
The SF Conservancy seems to be very credible and could probably be a good support for us. The patronage of a well-known company, which is also a representative of major open source projects, could be discouraging for possible patent trolls and similar harmful creatures. Here, however, it would depend on whether SF Conservancy would be interested in us becoming a member project. The disadvantage seems to be that it is bound by US law. We have to decide whether, despite this fact, we want to try this way or not?
2a. A company that focuses on providing legal status - dyne
There is a clear consensus here - dyne.org seems very untrustworthy - we don't want to go that way.
2c. A company that focuses on providing legal status - OpenCollective
I'm adding OpenCollective here as variant 2c, because when choosing OpenCollective with the fiscal host Open Source Collective, it provides the services of a legal entity similar to SF Conservancy, not just fund management. Although there is good transparency in fund management, SF Conservancy seems more specialized and can offer a stronger background. However, there is the same disadvantage - it is bound by US law. Therefore, the same question as for 2a: Do we want to be bound by US law?
- Our own non-profit organization.
I was worried that this could be an obstacle to creating a legal entity in the Czech Republic - it will be necessary to use Czech when dealing with the authorities. On the other hand, if we wanted to create a non-profit organization in the EU, we would still have to choose a specific country, so why not CZ, because when choosing another country, it will be a another language that will be needed.
I researched the possibilities here. According to the current law, we have an option called "spolek" or "zapsaný spolek" ("registered association" - allowed abbreviation "z.s."). It is an association of three or more persons, which has its own statutes and acts as a legal entity. The members of the association are not liable for its debts.
I also researched what the account management options are here. The local bank Fio.cz provides a Transparent Account. Such an account allows free viewing of transactions on the account. Account management and operations fees are minimal - basically the only fee is for payment outside the EU.
Again, I ask for your observations and comments. Currently the basic questions I see:
- Do we want to try to address the SF Conservancy, even if it means being
bound by US law?
- If so, but SF Conservancy rejects us, do we want to become a member of
the Open Source Collective?
- If we want to avoid US law, do we want to continue as unregistered -
only as a virtual team with Open Collective Europe?
- Or we don't want any of the above - do we want our own legal entity?
Thank you!
Cheers
Since, as you say, "...has its own statutes and acts as a legal entity", I think that 4) is probably the best way to go. It sounds to me like the overheads (non-coding activity) will be minimized with this case. Writing those statutes might be the hardest part. :-)
Leslie
On Sunday 21 Feb 2021 18:56:56 J Leslie Turriff wrote:
Writing those statutes might be the hardest part. :-)
I think you might find that the relevant government department can provide some example statutes, that could be adopted with minimal alterations. Perhaps even with an official English translation of the example statutes.
-- Chris Austin
On Monday 22 Feb 2021 21:21:45 Chris Austin via tde-users wrote:
I think you might find that the relevant government department can provide some example statutes, that could be adopted with minimal alterations. Perhaps even with an official English translation of the example statutes.
With the help of Google Translate and Google, this came up:
http://www.zapsanyspolek.cz/p/vzor-stanov.html
Some extracts from that, using Google Translate:
Registered association
Everything about the establishment and activities of the association, the transformation of civic associations into associations, including the model statutes of the association
Model statutes
Statutes of the association
Czechs to do it !, z. s. (That is the name of the example association -- C.A.)
(The name of the association must contain the designation "association", "registered association" or "z. s.")
Art. 1. Name and address
1) The name of the association is: "Czechs to do it !, z. s." (Hereinafter referred to as the "association"). 2) The seat of the association is: Prague (it is always better to state only the city than the exact address, so that the statutes do not have to change in case of change of address only within the city)
Art. 2 Purpose
The purpose of the association is social, cultural and educational support for the development of decent Czech sports fans.
Art. 3 Membership
etc.
That does not look to me like a Czech government website, I think it looks more like a helpful blog. A Google search for:
příklady stanov pro zapsaný spolek
also turns up some other websites that might be helpful. So does a search for:
vzor stanov pro zapsaný spolek
-- Chris Austin
On Monday 22 of February 2021 23:35:33 Chris Austin via tde-users wrote:
On Monday 22 Feb 2021 21:21:45 Chris Austin via tde-users wrote:
I think you might find that the relevant government department can provide some example statutes, that could be adopted with minimal alterations. Perhaps even with an official English translation of the example statutes.
With the help of Google Translate and Google, this came up:
http://www.zapsanyspolek.cz/p/vzor-stanov.html
Some extracts from that, using Google Translate:
Registered association
Everything about the establishment and activities of the association, the transformation of civic associations into associations, including the model statutes of the association
Model statutes
Statutes of the association
Czechs to do it !, z. s. (That is the name of the example association -- C.A.)
(The name of the association must contain the designation "association", "registered association" or "z. s.")
Art. 1. Name and address
- The name of the association is: "Czechs to do it !, z. s."
(Hereinafter referred to as the "association"). 2) The seat of the association is: Prague (it is always better to state only the city than the exact address, so that the statutes do not have to change in case of change of address only within the city)
Art. 2 Purpose
The purpose of the association is social, cultural and educational support for the development of decent Czech sports fans.
Art. 3 Membership
etc.
That does not look to me like a Czech government website, I think it looks more like a helpful blog. A Google search for:
příklady stanov pro zapsaný spolek
also turns up some other websites that might be helpful. So does a search for:
vzor stanov pro zapsaný spolek
-- Chris Austin ____________________________________________________
Yes, this is not an official government web, but it can serve as an example. Good instructions for the establishment of a association, including sample documents not only for the statutes, but also for the other documents needed to establish a association are, for example, here:
http://www.i-servis.cz/webdesign/zalozeni-spolku-podle-noveho-obcanskeho-zak...
Cheers
On 2021/02/22 01:20 AM, Slávek Banko via tde-users wrote:
- Our own non-profit organization.
I was worried that this could be an obstacle to creating a legal entity in the Czech Republic - it will be necessary to use Czech when dealing with the authorities. On the other hand, if we wanted to create a non-profit organization in the EU, we would still have to choose a specific country, so why not CZ, because when choosing another country, it will be a another language that will be needed.
I researched the possibilities here. According to the current law, we have an option called "spolek" or "zapsaný spolek" ("registered association" - allowed abbreviation "z.s."). It is an association of three or more persons, which has its own statutes and acts as a legal entity. The members of the association are not liable for its debts.
I also researched what the account management options are here. The local bank Fio.cz provides a Transparent Account. Such an account allows free viewing of transactions on the account. Account management and operations fees are minimal - basically the only fee is for payment outside the EU.
I also favor staying away from US and it seems the option above may be a viable way to go. IMO, the following passage is the key point:
" It is an association of three or more persons, which has its own statutes and acts as a legal entity. The members of the association are not liable for its debts."
Worst come to worst, they may kill TDE but not its project leader and contributors. As long as we make sure the above holds true, I think this option is good (again I am no legal expert at all). We would then need to find at least 3 people (possibly more) wishing to be part of association and prepare a statute. Remote meetings should be a breeze given today's technology (whether it is a videocall, whatsapp call, remote chat or any other form...).
Cheers Michele
-
Chris Austin -
deloptes -
Dr. Nikolaus Klepp -
Edward -
J Leslie Turriff -
Mavridis Philippe -
Michele Calgaro -
Mike Bird -
Slávek Banko -
Thierry de Coulon -
William Morder