wiki:JoiningConservancy

Buildbot has been offered membership in the Software Freedom Conservancy.

From http://sfconservancy.org, "Software Freedom Conservancy is a not-for-profit organization that helps promote, improve, develop, and defend Free, Libre, and Open Source Software (FLOSS) projects. Conservancy provides a non-profit home and infrastructure for FLOSS projects. This allows FLOSS developers to focus on what they do best — writing and improving FLOSS for the general public — while Conservancy takes care of the projects' needs that do not relate directly to software development and documentation."

Rationale

To date, Buildbot has been a loosely organized federation of hackers and users working together on a shared project. That's worked quite well on a technical basis, but as the project has grown it has started to show its limitations, particularly around financial and legal issues. Without a formal identity, Buildbot as a project cannot handle any funds or assets (servers, domain names, etc.) directly, and must do so through the good faith of other organizations.

Joining the Conservancy will allow Buildbot to

  • accept funds and in-kind donations, including mentor stipends as part of the Google Summer of Code
  • own and manage server hardware to host project applications and websites
  • subsidize travel for project members
  • fund development work on the project
  • ensure continuity in the absence of the BDFL (Dustin)
  • broaden the scope of activities the project can engage in simultaneously (beyond what Dustin can keep in his head)

Process

The process of joining Conservancy is this:

  • draft a Fiscal Sponsorship Agreement defining Buildbot's relationship to Conservancy
  • acquire FSA signatures from all major contributors and members of the Buildbot community
  • define a Project Leadership Committee to make decisions on behalf of the project and serve as a point of communication for Conservancy

Fiscal Sponsorship Agreement

The FSA is a lengthy legal document, and anyone signing it should be sure they understand it fully. Its purpose is

  • to represent an agreement among the significant members of the Buildbot community as to what the project is,
  • to agree that the project will abide by US laws governing charities, since it is becoming part of a larger charity
  • to place reasonable limits on Conservancy's actions with regard to Buildbot
  • to define the details of the interaction between Conservancy and Buildbot, including what-if scenarios such as termination of the agreement

See buildbot-sponsorship-agreement.pdf for the current draft of the full text of the agreement.

Project Leadership Committee

The project leadership committee (we're open to more interesting names!) defines the governance structure for Buildbot. Buildbot has done quite well with a BDFL, and the PLC will not add bureaucracy to the project's operations. Instead, it formalizes Dustin's habit of seeking advice and support from other community members before making substantial decisions. The initial definition of the PLC is minimal: a group of at least three people who make decisions by majority and control their own membership. The PLC is limited to one person from any single employer, as a means of ensuring the project's independence and a broad representation in the PLC.

Common Questions

Does this mean that donations to Buildbot will be tax-deductible

In the US, yes.

Does this mean that Buildbot is a legal entity

Part of one, yes. Buildbot can own its own stuff, including intangibles like trademarks and copyright if we so desire.

Will Buildbot's finances be transparent?

Buildbot's finances are a part of Conservancy's finances, which are transparent, so yes. You can look up previous years' financial statements to see just what is revealed.

What impact will this have on the project

Buildbot will continue to be developed, released, and supported just as it has been. In time Conservancy membership will open up lots of opportunities for the project, as suggested elsewhere on this page.

Agreements always have costs. What are we giving up?

We are committing to being an open-source project -- nothing new there. We are committing to following US laws regarding charities, and avoiding any activities that would jeopardize Conservancy's status as a charity -- a little tricky, but nothing we've done in the past would be prohibited. We are giving up the ability to act unilaterally in the name of Buildbot -- again not something that has happened before, or that we would like to allow.

What are the alternatives?

There are other organizations like Conservancy. Many have more stringent requirements of their member projects: specific licenses, copyright assignment, delegation of creative control, etc. Dustin carefully considered these options and discussed experiences with leaders of other projects before applying to Conservancy.

The null alternative is to do nothing. This limits Buildbot's options for handling expenses, assets, donations, and so on; and it occupies a substantial amount of Dustin's time with administrative tasks he is not well-suited to.

"Ultimate responsibility"? That sounds pretty ominous!

Some of the language in the FSA is dictated by US tax laws, and this phrase is in that category. Conservancy is promising to the IRS that it will behave according to the IRS's rules, and this language is a promise that anything we do is the responsibility of Conservancy -- just like anything young kids do is ultimately the responsibility of their parents. The following paragraph, a few paragraphs earlier, limits this "ultimate reponsibility" substantially:

Authority to manage the technical, artistic and philanthropic direction of the Project and the program activities of the Project is delegated to the Project Leadership Committee as defined in \ref{Representation}, subject at all times to the direction and control of Conservancy's Board of Directors. Conservancy will only intervene in the program activities to the extent the Project is not in compliance with \ref{FreeSoftware?} or \ref{CharitablePurpose?} of this Agreement.⋅

Conservancy is not bound by "Donor intent"?

Conservancy *is* bound to use funds earmarked for Buildbot for the project (within what the US will allow). The question of intent has to do with the donor naming specific purpose, e.g., donating money to buy a new server or hire a consultant. For a variety of reasons, Conservancy can't be bound by that purpose, although it will try to make the donor happy.

This issue is ultimately between Conservancy and the donor. Donors are used to this sort of thing, so it is unlikely to deter contributions.

What does it mean for an employee to sign the FSA if the work on Buildbot was done for hire?

(answer from Bradley Kuhn, http://thread.gmane.org/gmane.comp.python.buildbot.devel/9207)

We always ask for people to serve as both signatories and on Project Leadership Committees (PLCs) in their *individual* capacity.

That said, we *have* seen many occasions where someone's employer has a vested interest in the project -- so much so that we have seen unfortunate situations such as:

  1. The company doesn't want the employee to be allowed to act in their individual capacity in the project at all (i.e., the company views the employee as merely their agent in all things related to the project), and forbids the employee from signing the FSA, or serving on the PLC, or
  1. The company allows the employee to act as an individual, but then tries to influence the individual in their role on the PLC to get something the company wants from the project.

With regard to (a), I think then it's best that the person not be involved with the PLC at all (although note my additional discussion about this below). The 501(c)(3) status of Conservancy cannot abide by having for-profit companies have influence over the project.

With regard to (b), we know this happens, and it's difficult to predict and/or prevent. In those cases, when an issue arises, we'd appreciate private conversations between that individual and Conservancy's General Counsel, Tony Sebro, if someone's employer attempts it. In communities where we think this is highly likely to happen, we do encourage drafting of a "only one person from any one employer" clause into your FSA. Frankly, my views of the BuildBot community are that it doesn't suffer from dangerous corporate politics very much like some other projects do, but perhaps I'm wrong. :)

In addition, from a *community* perspective (as opposed to "charities regulation" view), I can imagine that undue influence by *any* one individual or entity -- regardless of the legal tax status of that entity -- might be of concern to your community. That's an issue, though, that Conservancy fully delegates to the community to regulate for itself: as long as (0) we don't see private benefit going to an individual or a for-profit company, and (1) everyone in the project, (when acting in their role of the project) does so in a way to further a charitable mission of advancing and improving Free Software, then we're happy.

What does it mean to sign the FSA?

See the "costs" section, above. You are basically signing onto the consensus that this agreement defines Buildbot (see Bradley's comments about forking, below), agreeing as a part of the project community to the proposed changes for the project, and agreeing not to do anything inappropriate in the name of the project. For the most part, you're signing on behalf of your interest in the project, rather than on your own behalf.

While the agreement is very US-centric by virtue of relating to US tax laws, the nationality of the signatories isn't important. If you feel that you "own" a piece of Buildbot, you should sign on behalf of that piece, regardless of where you call home.

If you're a signatory, you should of course read the entire agreement to be sure exactly what you're signing.

What does it mean to not sign the FSA?

(Answer from Bradley Kuhn - http://thread.gmane.org/gmane.comp.python.buildbot.devel/9207 - in response to:)

it might be good to have a slightly expanded description of what it means for *anyone* to sign the FSA, and on that basis what it might mean if someone does not sign it.

The danger of someone "not signing" is admittedly more Conservancy's danger than it is the individual's. For example, suppose this fully hypothetical situation:

Dustin doesn't sign the FSA. Dustin is well-known as a key developer and leader in the BuildBot community. Conservancy gets signatures from others, and announces that BuildBot has joined. Conservancy applies for the BuildBot trademark on BuildBot's behalf, and otherwise starts collecting donations and revenue in BuildBot's name.

Dustin becomes furious. He sues Conservancy, saying that Conservancy had no right to "take over" his BuildBot project because it was his, and he never signed an agreement with Conservancy.

This potential outcome is why it's important from Conservancy's perspective to make sure everyone who is involved with a project in a serious way signs the FSA, and that at least those who are nominally involved (or are previous heavy contributors) give an email "ok" to the idea that BuildBot is joining Conservancy.

From Conservancy's perspective, the biggest "what if" issue we face is "what if there's a fork?". Conservancy would have the job of figuring out who the "real BuildBot community is", since we're holding its assets and liabilities and acting in its name. the Signatory/PLC structure is designed to make sure there's an established and clear "chain of custody" of "BuildBot as a project".

Thus, if there is a major contributor to BuildBot who feels uncomfortable signing the FSA, Tony and I want to investigate why in great detail. I can tell you vaguely that there *have* been projects who wanted to join Conservancy, but we didn't take them ultimately because some major contributor simply refused to sign the FSA (primarily for reason (a) above). We couldn't sort out the issue, so the project just didn't join.

I do consulting work related to Buildbot - How does this affect me?

Short answer: not at all, as long as you're not representing yourself to your clients as "Buildbot". If your clients are OK with submitting your patches upstream, then those patches become a donation to Buildbot/Conservancy? under the GPLv2, but the private arrangements that led to their creation are not important. If your clients are not OK with submitting patches, then they had better pay close attention to the terms of the GPL; but that's the case whether or not Buildbot joins Conservancy.

Last modified 5 years ago Last modified on Apr 16, 2013, 4:00:36 AM

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