19 Feb
2021
19 Feb
'21
7:08 a.m.
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.
--
Slávek
19 Feb
19 Feb
7:32 a.m.
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
7:54 a.m.
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
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--
Please do not email me anything that you are not comfortable also sharing with the NSA,
CIA ...
7:51 a.m.
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:
[...]
1. 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.
3. 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&Gese…
- 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.
--
Please do not email me anything that you are not comfortable also sharing with the NSA,
CIA ...
9:13 a.m.
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.
1. 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.
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.
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
11:31 a.m.
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
2:08 p.m.
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
3:09 p.m.
Mavridis Philippe wrote:
+1 here
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.
5:13 p.m.
On Friday 19 of February 2021 18:13:04 Mike Bird via tde-users wrote:
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.
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.
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.
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.
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.
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.?
1. 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.
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.
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.
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
--
Slávek
6:40 p.m.
On Fri February 19 2021 17:13:02 Slávek Banko via tde-users wrote:
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.
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.
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.
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 Friday 19 of February 2021 18:13:04 Mike Bird via
tde-users wrote:
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.
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.
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.? > 1. 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. > 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. > 3. 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. 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. 
9:24 p.m.
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
11:59 p.m.
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-/
20 Feb
20 Feb
3:26 a.m.
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:
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
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-/
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5:11 a.m.
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
19 Feb
19 Feb
11:06 p.m.
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
21 Feb
21 Feb
8:20 a.m.
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:
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
--
Slávek
1. 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?
3. 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.
9:26 a.m.
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
9:55 a.m.
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 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
--
Slávek
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
____________________________________________________
10:49 a.m.
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):
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
--
Please do not email me anything that you are not comfortable also sharing with the NSA,
CIA ...
On Sun February 21 2021 08:20:13 Slávek Banko via
tde-users wrote:
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 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
____________________________________________________
22 Feb
22 Feb
3:02 p.m.
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)
4:20 p.m.
On Tuesday 23 of February 2021 00:02:12 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.
Cheers
--
Slávek
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)
____________________________________________________
23 Feb
23 Feb
12:18 a.m.
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.
12:42 a.m.
On Tuesday 23 February 2021 00:18:37 deloptes wrote:
Slávek Banko via tde-users wrote:
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
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.
1:47 a.m.
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:
:) 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
Slávek Banko via tde-users wrote:
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. 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.
Bill
____________________________________________________
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10:28 a.m.
On 2/23/21 1:15 PM, deloptes wrote:
Dr. Nikolaus Klepp wrote:
https://www.debian.org/donations
--
Linux. A Continual Learning Experience.
Second point is important for not loosing the
project by "friendly"
takeover.
or hit by car accident
BTW how is Debian organized? (just curios)
10:43 a.m.
On Tuesday 23 of February 2021 19:28:24 Edward wrote:
On 2/23/21 1:15 PM, deloptes 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.
Cheers
--
Slávek
Dr. Nikolaus Klepp wrote:
https://www.debian.org/donations
--
Linux. A Continual Learning Experience.
____________________________________________________ Second point is important for not loosing the
project by "friendly"
takeover.
or hit by car accident
BTW how is Debian organized? (just curios)
11:16 a.m.
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.
12:53 p.m.
On Tuesday 23 February 2021 11:16:08 deloptes wrote:
Slávek Banko via tde-users wrote:
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
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.
1:18 p.m.
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:
"one lawyer, two opinions" - Anyway, this is going to turn out just fine :)
Nik
Slávek Banko via tde-users wrote:
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. 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.
Bill
____________________________________________________
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Web mail archive available at
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Please do not email me anything that you are not comfortable also sharing with the NSA,
CIA ...
10:59 a.m.
Anno domini 2021 Tue, 23 Feb 19:15:51 +0100
deloptes scripsit:
Dr. Nikolaus Klepp wrote:
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
Second point is important for not loosing the
project by "friendly"
takeover.
or hit by car accident
BTW how is Debian organized? (just curios) ____________________________________________________
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Please do not email me anything that you are not comfortable also sharing with the NSA,
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11:14 a.m.
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:
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
--
Slávek
Dr. Nikolaus Klepp wrote:
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
> ____________________________________________________ Second point is important for not loosing the
project by "friendly"
takeover.
or hit by car accident
BTW how is Debian organized? (just curios)
21 Feb
21 Feb
10:45 a.m.
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:
1) 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.
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?
ad 4: +1 for that. Let's stand on our own feet.
Nik
Thank you!
Cheers
--
Please do not email me anything that you are not comfortable also sharing with the NSA,
CIA ...
11:22 a.m.
On Sunday 21 February 2021 19.45:35 Dr. Nikolaus Klepp wrote:
I totaly agree with Nik
Thierry
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?
No sane person should do that.
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?
ad 4: +1 for that. Let's stand on our own feet.
Nik
2:11 p.m.
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:
+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
[...]
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:
1) 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.
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?
ad 4: +1 for that. Let's stand on our own feet.
Nik
> Thank you!
>
> Cheers 
4:56 p.m.
New subject: [users] How to achieve the legal status of the project?
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:
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
--
openSUSE Leap 15.2 x86_64
Qt: 3.5.0
TDE: R14.0.9
tde-config: 1.0
1. 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?
3. 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
22 Feb
22 Feb
1:21 p.m.
New subject: [users] How to achieve the legal status of the project?
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
2:35 p.m.
New subject: [users] How to achieve the legal status of the project?
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
4:35 p.m.
New subject: [users] How to achieve the legal status of the project?
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:
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-za…
Cheers
--
Slávek
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
____________________________________________________
21 Feb
21 Feb
5:19 p.m.
On 2021/02/22 01:20 AM, Slávek Banko via tde-users wrote:
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
3. 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.
1179
days inactive
1183
days old
39 comments
11 participants
participants (11)
-
Chris Austin -
deloptes -
Dr. Nikolaus Klepp -
Edward -
J Leslie Turriff -
Mavridis Philippe -
Michele Calgaro -
Mike Bird -
Slávek Banko -
Thierry de Coulon -
William Morder