[Debconf-team] Trusted Organisation status for DebConf15's legal entity
Dear all,
the German local team for DebConf15 is in the process of incorporating itself.
We need a legal shell for signing contracts, taking in donations, and
for insurance reasons. Plus, we are expecting to gain non-profit
status which means tax exemption and thus more money for making
DebConf15 better.
Before anyone raises this point: Yes, we tried contacting[1] FFIS, but
they have not even answered in more than four weeks; we are not
confident that they would be more reactive going forward and do not
consider them an option any more.
At Lucas' request, we are aiming to become a Debian Trusted Organisation[2].
As Lucas asked for our timeframe: We will be meeting in person[3] on
2014-05-03 and would like to officially found the organisation at that
time. We do not have the time for long deliberations as our option
with the venue will lapse if we wait too long with signing contracts
and as we need the legal entity as contractual partner. This could
result in increased cost for DebConf, and thus less travel
sponsorship. Of course, we will need to have decided upon a name by
then.
The three options are:
* Debian Deutschland e.V.
* DebConf Deutschland e.V.
* DebConf15 Deutschland e.V.
>From our understanding, German tax authorities don't like
throw-away/single-use non-profit organisations, but we have no proof
of that, so please speak up if you have experience. Also, at least
Ganneff and me would be willing to carry on the e.V. after DebConf15
if this is deemed useful to Debian. Given FFIS' performance (the above
isn't a one-time event only, it's been this way for a long time), this
seems likely.
Also, having "Debian" in the name can help with finding sponsors.
Within the trademark team, Brian Gupta, Joe Healy, Lucas Nussbaum, and
myself are working on an actual policy for granting the Debian
trademark as part of a legal name; as of right now the policy draft
could be summarized as "needs to be a TO, trademark team does
verification, and DPL needs to agree explictly".
Also, as TO, we would be handling Debian's money in the context of
DebConf15 and potentially afterwards.
All that being said, our answers to the requirements[4], including
feedback to questions from Lucas are:
1. The organization should share Debian's general visions
We are almost entirely made up of DDs, most of us have had Debian in
our lifes for more than a decade.
We agree with the Social Contract, the DFSG, and the Debian Constitution.
Confirmed attendance[3] of potential[5] founding members:
Andi Mundt
Arne Wichmann
Christian T. Steigies
Franziska Lichtblau
Hannes von Haugwitz
Joerg Jaspert
Margarita Manterola
Martin Krafft
Maximiliano Curia
Michael Banck
Penny Krafft
Rene Engelhard
Richard Hartmann
Sandro Knaus
Unconfirmed attendance:
Constanze Stohn
Philipp Hug
Sebastian Harl
2. The organization should remain loyal to Debian
See 1.
Going against Debian's best interest now or in the future would not
only be stupid beyond description, it would also wipe out our
collective reputations and remove the common cause that unites us as
DebConf15 team members.
At Lucas' request, we are working with our German lawyer to add
something like "board members must be DDs" or similar into our
constitution, but this will be a non-trivial legal construct,
especially given that the Verein (association) is legally required to
be an independent legal entity whose highest decision-making body is
the members' assembly. Therefore, it'll be really hard to codify
external influence as requested. For the German tax office, it'll be a
stretch to bestow authority to an international formation such as
Debian, and we certainly want to avoid having to explain what Debian
is and how we make decisions.
Whether we can make this happen or not: the board needs to approve new
members before they can join and thus vote anyway. As a consequence,
hostile take-over is very unlikely.
We would _highly_ appreciate knowledgeable and legally-sound input on
this. If you are a German lawyer or can get one to make a statement in
their capacity as a lawyer, do speak up!
We are also in the process of finding out what, if any, other TOs have
similar constructs in place. As those are mostly in other
jurisdictions, we are not sure if any constructs can be cloned over to
Germany.
Input from Lucas if he considers this an optional extra or a
requirement would also be useful.
3. The organization should provide accountability on assets held in trust
At a minimum, we will create yearly accounts and share this data with
Debian Auditors and anyone else the DPL deems useful.
Upon request of the Debian Auditors, we will provide current balance
and other information. We do ask Auditors not to request too much
information during the high phase of DebConf15, though.
4. The organization should be reliable, sustainable, and reactive
We think we proved how quickly we operate. Many of us hold other
positions of trust.
As to sustainability, we are not entirely sure about the long-term
plans for this organisation.
This decision will be made after DebConf15 and we will get the input
of the Debian community and the DPL.
5. The organization should provide a reasonable financial framework
We are aiming for tax-exempt status and are working with pro-bono
lawyers to make sure this happens. As such, donations will be
tax-deductible and we will avoid a lot of taxes.
On behalf of the DC15 team,
Richard
[1] https://lists.debian.org/debian-project/2014/04/msg00036.html
[2] http://www.debian.org/devel/constitution#item-9
[3] https://wiki.debconf.org/wiki/DebConf15/Germany/KickoffMeeting#Attendance
[4] https://wiki.debian.org/Teams/DPL/TrustedOrganizationCriteria
[5] The legal requirement for founding a Verein (association) in
Germany is seven founding members. Actual work for DebConf15 will
happen within the local team, the e.V. is merely a legal construct so
DC15 team membership is not congruent with association membership.
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