powered by Jive Software

Creating a legal entity to represent the community

The context of this discussion is Jive’s decision to end their sponsoring of the hosting for the IgniteRealtime community, as discussed here.

Up until now, we’ve had Jive Software as a guardian of this community. They footed the bill, they took care of pretty much everything. Although not strictly needed for the migration, this might be a good moment to think about establishing some kind of legal representation of our own.

A legal entity for IgniteRealtime facilitates the community in the sense that it could own things like hardware, donations, domain names. If Jive would be willing to transfer trademarks, those could be transferred there too and be protected by it. I would prefer that over being dependent on any specific individual.

The discussion up until now had three options:

  • Don’t do anything.
  • Create some kind of foundation (perhaps similar to the XMPP foundation)
  • Join an umbrella foundation (such as the Apache Foundation, or spi-inc.org, or any of the various others)

As I don’t have any experience on the subject, I’m actively searching for feedback from others. So far, I do think it’d be good to have some kind of legal entity, especially when Jive would be willing to transfer trademarks (which to my knowledge has not been discussed with them to date).

If we do go down that road, I have a slight preference for establishing something ourselves, rather than joining an umbrella organization. That’s primarily motivated by a base desire to keep things under our own control. Evaluating what umbrella organization fits best might be as much work as establishing our own entity. In any case, I’d be willing to spearhead both efforts.

Having our own control sounds better. Although i have no experience of being “under umbrella”, so don’t know how much control they usually have.

What’s wrong with the “Don’t do anything” approach? In other words, couldn’t Jive continue to be the legal entity for the igniterealtime.org domain?

I am not familiar with legal stuff, but for what else does the community need a legal representation? I don’t think the community wants to / needs to own hardware. It would be owned by the sponsor you mentioned in the other thread, no?

I also think a legal entity still needs some kind of chairman / manger / director / president (individual). Who would be that?

And isn’t a legal entity required to produce some volume of sales?

The problem is really that there needs to be a legal entity to own various things somewhere, and many potential sponsors won’t want to sponsor someone unless there’s someone to sponsor, if only for accountancy reasons. If the legal entity that existed remained Jive, there’s a chance people will refuse to sponsor us because it’d be on the books as a commercial transaction to Jive Software rather than a charitable donation to (say) the Ignite Realtime Foundation. This is similar to if the legal entity was a natural person (legal-speak for actual humans - legal entities include corporate entities and people).

Things that the entity needs to own might not only include physical assets, but also IPR like trademarks, copyright, and also contracts - the latter it becomes liable for.

In most jurisidictions, a corporate entity needs officers, yes. The general rule is a legal entity either needs to be a natural person or else have officers. We’ll need not only officers, but a board, and some rules to decide who gets lumbered with those positions. And typically, there’d have to be a founding membership, etc. There’s a degree of formalism that has to exist, basically, and the rest is a balance of protection versus lightweight processes.

However, a legal entity (including a corporate entity) is not required to sell things, or buy things, or own things. But it can do all of those.

As someone who was present when Jive launched Ignite Realtime, I think it would be fair to get @Matt Tucker’s views on this. I believe he has a personal investment in this community and his plans or lack of should be considered first.

As most software here is written under the Apache license, applying for membership with the Apache Foundation might not be a bad idea.

We also use a lot of Atlasssian software at Ignite, Jira, Jitsi, etc. I wonder if they might be interesting in sponsoring Ignite.

Having said all that. I personally think we should bite the bullet and create the Ignite Realtime Foundation once and for all just as we decided to migrate the source code repositories to GitHub a while back. Some hard work to get it done, but things can only get better.

I’ve asked Matt for his insights earlier this week. In his words, creating a lightweight organisation or use an existing open source entity to ‘own’ the IP might not be a bad idea. I’ve sent him a link to these discussions as well.

Becoming independent may decrease the sponsorship by Jive. Are there other sponsors who wait for Ignite to become independent so they can sponsor it?

Based on the things I know so far I’d keep things as they are.

I missed Jive Software will stop sponsoring IgniteRealtime hosting

Hi all,

I’m very happy to support this however I can! Another relevant example was the OpenSocial Foundation – there was a non-profit and yearly tax filings, etc. It was all kind of a pain

Things that we might be looking for:

  • Reasonably easy way to attract sponsorship if/when that becomes necessary
  • Entity that can help hold a few IP-related items like contributor agreements
  • Continuity as various community members have bigger or smaller roles in the community

I tend to like the easiest options the best. One that might be a good choice would be to see if the XMPP Standards Foundation could act as that parent legal entity, but with actual control of things like domain names and other administrative tasks all handled by the community here.

The more complicated option is to create a non-profit, do yearly tax filings, etc. It’s not particularly hard – just requires an individual to take on the burden of filing paperwork, etc.

How else can I help?

Just a FYI, Guus and I did a scan of existing trademarks within the US (I’ve not searched internationally), and Openfire at least is a trademark of Jive Software, so ideally we’d want that to be owned by the new legal entity, umbrella or not.

Yep – not sure what trademark ownership transfer looks like but I don’t think it would be an issue on the Jive end!

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Guus der Kinderen wrote:

  • Don’t do anything.
    Well, i think this option is already covered I’m feeling that having some entity could be useful in the long run. Not just for the trademarks transfer or sponsoring. So +1 from me. I don’t know how much paperwork it involves though, but of course, having our own entity would be more convenient than having to adhere to some guidelines of others. Certainly don’t want to have Apache Openfire at some point like they did with OpenOffice XMPP foundation sounds cool. But they should probably also want to take us under their umbrella.

I think I would prefer XSF over another umbrella. Feels a lot closer to home.

The XSF discussed the possibility of acting as an umbrella organization at tonights Board meeting: http://logs.xmpp.org/xsf/2016-03-21/#17:21:11

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XSF is sponsored by Erlang Solutions so this may get interesting.

As a Java project we use Jetty already, so Eclipse could be an option if we want to get rid of Jira and use Github (or Bugzilla) instead. After reading through Eclipse Project Handbook I understand that joining an organization has its advantages and drawbacks. Keeping the Jive community could also be interesting when joining a well-known umbrella organization.

.oO(Would we also refactor the code from org.jivesoftware. to something new? Maybe @Matt Tucker wants to create the Jive Software Foundation to hold the name bg)

Erlang Solutions do indeed sponsor the XSF, but they have absolutely no control over it. I’ve served on the Board of the XSF for several terms including the current one, and I’ve never once heard of a sponsor trying to impose their views. The XSF also has sufficient money in the bank that if a sponsor tried, it could survive without their money quite nicely (and even afford to give it back). I’ve no idea what you think Erlang Solutions might do, mind, all the folk I know there are very enthusiastic about Smack, Openfire, and so on.

The XSF is controlled and operated by its members, so the right thing to do would be to join as a member. (Though as a Board member, I’d note that there’s an affiliation clause which means we couldn’t have a significant “block Ignite Realtime vote”).

As for refactoring the code to remove Jive’s name, that sounds rather like revisionism - Jive Software started this project, and I’ve no reason to deny them that place in its history.

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An option is Software in the Public Interest (SPI)

“Software in the Public Interest is a non-profit organization which was founded to help organizations develop and distribute open hardware and software. SPI acts as a fiscal sponsor to many free and open source projects.”

http://www.spi-inc.org/

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Over the last few months, we’ve revisited the topic of having some kind of legal representation a couple of times, without anything coming to fruition. Within one of the board meetings of the XSF, the possibility of acting as an umbrella organization was briefly addressed, but rejected.

The most popular remaining option, as far as I can tell, is to create a foundation of our own.

To prevent this effort from lingering in a theoretical state, I’ve started work in a practical implementation: a draft of the Articles of Association for a foundation of our own.

You might notice that I’ve made references to Dutch regulations. I’m by no means advocating that this must become a Dutch foundation, but if I am to push this forward myself, I do prefer to do so, simply, because I am Dutch and am most familiar with these rules/regulations. We can register in any country though, but in that case I’d like to see others, preferably living in those countries, to step up.

As for the content of the articles that I’ve drafted: they’re completely open for changes. I’ve taken them from a number of example sources (four different foundations that had their bylaws translated to English). As I wrote above: my primary goal here is to create something tangible, to base further discussion on.

Please, join in on the discussion. I also love to hear from you if you’re interested in continued active involvement in the foundation - for example, when you’re interested in becoming a member of the board.

What we could do next?

If going down this path is a route that we’re interested in taking, there are a couple of follow-up steps that we’ll take to start our foundation. In short:

  1. Have the finalized articles of association translated into Dutch.
  2. Foundations are established by a Dutch Notary through a notarial deed by the containing the bylaws. he foundation will then be a legal entity and has full legal capacity. The initial board of the foundation has to be specified in the deed.
  3. The foundations is to registered with the local Dutch Chamber of Commerce. This reduces personal liability of board members. More information about liability of board members of Dutch foundations can be found here: Liability of the supervisory board members of Dutch foundations
  4. Open a bank account, create a budget, and have a financial experts / accountant on hand.