Foundation:FoundationFutureState

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Current Status: Gentoo is a non-profit organization based in New Mexico. We do not currently hold tax exemption status with the United States Internal Revenue Service (IRS).

TYPES of direction: recognize we're a business; 501{c3,c6} {public,private foundation,umbrella}; [7 directions total] -- cover pros, cons of each -- for the umbrellas, identify list of potential umbrellas for each category, and their pros/cons & COSTS

Current Status: Gentoo is a non-profit organization based in New Mexico. We do not currently hold tax exemption status with the United States Internal Revenue Service (IRS).

Goals

Our goal should remain the same as our mission statement which can be derived from our social contract. Please feel free to edit. This will also be useful for our mission statement as a potentially new 501cX or under an umbrella.

"To promote the advancement of free knowledge and Free and Open Source Software (FOSS) through the primary vehicle of the meta-distribution known as Gentoo. These goals are accomplished through relationships with free software authors, technical contributions to external projects, and a thriving community of volunteers that make Gentoo possible."

Assets

[Insert financial assets or link to external page]

Trademarks

  • TODO: link Foundation page on 2 trademarks

Cash & securities

  • TODO: link latest financial statements

Tangible assets

  • TODO: Infrastructure to produce clear documentation on hardware OWNED by the Foundation (vs sponsored hardware)

Possible types of direction

This section should cover what types of direction we might go in future, without specific target orgs.

Each of the directions should briefly capture:

  • Pros & Cons
  • Reasons to consider
  • Reasons to exclude from consideration
  • Ballpark transition costs
  • Possible transitions
    • Some state transitions are easier/harder/legally-prohibited
  • Impact on governance structure

Remain a business (corporation)

501(c)3

Pros

1.) The corporation will be governed by an elected body chosen by the Gentoo community which retains it's autonomy. As stated at [1], "Gentoo will never be reigned by a company nor be dictated by an organization."

2.) The corporation may, at-will, contract the required services (e.g. bookkeeping/taxes) as needed to ensure compliance with all United States tax laws.

3.) By retaining services at-will, the corporation may lower overhead costs by selecting among various companies.

Cons

1.) The elected body must continue to deal with the financial and legal matters of the distribution (c.f. Pros 2).

1a.) Historically, there has been a low turnout of nominations for individuals to be considered for election to the board. This may be evident of the technically driven nature of most contributors/volunteers or simply because individuals were hesitant due to the dire tax situation that preceded.

2.) The lack of retained certified legal experts to advise should any potential lawsuits or other legal matters impact the distribution. 2a.) This has historically not been an issue, but threats have been made from disgruntled individuals.

3.) The corporation must ensure that the public support test is met. Currently, there is one donor that has been faithful in their donations which would break the public support test. However, such contributions can be denied (or a request to spread over multiple years) in order to meet such criteria [5] (among other articles available).

501(c)3 private foundation

501(c)6

Umbrella: 501(3)c

  • E.g. SFC

Pros

1.) The umbrella would manage all tax and bookkeeping related matters while ensuring compliance as a tax-exempt non-profit organization under United States law.

2.) The umbrella, as a broader set of non-profits, would allow for larger contributions while generally meeting the public support test (c.f. 501c3 Cons 3)

Cons

1.) The general electorate is dismissed and the distribution loses its autonomy. As such, interested parties must join the respective umbrella to influence (through voting or other measures) policy (e.g. licensing) and any other relevant legal or financial matters (note: this does not impact Gentoo's earmarked contributions).

2.) Umbrellas differ in the rates charged for sponsoring a project. Some may charge a flat rate (e.g. 10%) or may charge a monthly or annual fee. Fixed percentages may eventually cost more than retained services dependent on contributions while monthly/annual costs are predictable and recurring.

Umbrella: 501(3)c private foundation

Umbrella: 501(6)c

  • E.g. Linux Foundation

Combinations

Combination options certainly exist, and are captured for completeness, but given the relative sizes, they are probably unlikely options.

501(c)3 + business

  • Mozilla Foundation 501(c)3 & Mozilla Corporation: the corporation was entirely owned by the 501(c)3.

501(c)6 + business

501(c)6 + 501(c)3

Umbrella 501(c)3 + business

Umbrella 501(c)6 + business

Umbrella 501(c)3 + 501(c)6

Umbrella 501(c)6 + 501(c)3

Other???

Dissolve everything

Just donate everything we have and give up.

Possible umbrellas

For the umbrellas:

  • identify list of potential umbrellas for each category
  • Capture:
    • Pros
    • Cons
    • Costs
    • Governance structures

501(c)3

SFC

501(c)6

Linux Foundation

  • Notes:
  • Pros:
    •  ?
  • Cons:
    •  ?
  • Costs:
    • Per document above:

      A General & Administrative (G&A) fee will be applied by the Linux Foundation to funds raised to cover Finance, Accounting, and operations. The G&A fee will be 9% of the Directed Fund’s first $1,000,000 of gross receipts each year and 6% of the Directed Fund’s gross receipts each year over $1,000,000.

  • Governance:
    •  ?

Other

Open Collective

Open Collective is primarily a PLATFORM for running finances. It has individual fiscal host collectives, which set their own policies. SFC believes this is a good thing to have more choice: https://sfconservancy.org/blog/2020/jul/09/org-proliferation/

Starting a new collective
  • TODO
Joining an existing collective


TODO

  • Please add more potential umbrellas to evaluate here.

Common application process

The Foundation & Council should have an agreed text to applying to Umbrellas initially with.

Status

The Foundation has sent out initial communications to several entities.

SFC

  • Emailed 2020/08/17
  • Reping on 2020/08/16
  • No email response as of 2020/09/16
  • Reached out on IRC 2020/09/16
  • Promised initial email response within the week to explain that the applying page was out of date regarding timelines.
  • Longer email to follow.

SPI

  • Emailed 2020/08/xx
  • Reached out on IRC 2020/09/16
  • Initial email response 2020/09/16

Open Source Collective

  • Emailed 2020/0x/xx
  •  ???

Common Q&A

This section serves to collect common followup questions that Gentoo asks of potential umbrellas, or that Umbrellas ask of Gentoo.

Interactions

How does the Umbrella interact with Gentoo? e.g. Does it require a single person as a liaison, or is a small group acceptable?

Costs

Different Umbrellas state that they take various amounts of Income as their fee, but it's not always clear exactly where that amount is charged.

  • Does the Umbrella charge the same fee for the initial balance that would be moved into the Umbrella vs later income after we have joined?
  • Exactly where is the Umbrella's fee charged? gross income, net income, something else?
  • How are fees and taxes on unrelated business income handled? Gentoo has the official CafePress store. However, since selling shirts & merchandise is not core to Gentoo's function, the IRS may consider it as unrelated business income, and apply standard taxes on that income.
    • Is the amount of taxes set aside before the umbrella's fee is calculated?

Licenses

  • Q: The SPI asked about Gentoo's Committment to open source.
  • A: All Gentoo work is required to be under an OSI-approved license per the Gentoo Social Contract

Links

[1]: https://sfconservancy.org/news/2020/may/18/ClojuristsSunset/ (Example of org leaving umbrella)

[2]: https://sfconservancy.org/news/2019/jun/13/welcomerosanne/ (Staff using FOSS for accounting)

[3]: https://sfconservancy.org/blog/2020/jul/09/org-proliferation/ (Overview of various initiatives)

[4]: https://wiki.gentoo.org/wiki/Foundation:Main_Page

[5]: https://www.themuse.com/advice/3-times-when-you-should-turn-down-a-donation-really

[6]: https://opensource.org/node/840 ( needs to be referenced above still )

[7]: https://blogs.gnome.org/jnelson/2014/06/30/the-new-501c3-and-the-future-of-free-software-in-the-united-states/ ( needs to be referenced above still )