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Re: Question to Brian: Why multiple foundations?

On Fri, Mar 20, 2020 at 5:09 AM Christian Kastner <ckk@debian.org> wrote:
> Brian,
> I very much support your plan to establish a Debian foundation. Looking
> back over even just the last few months, I saw numerous challenges that
> would have greatly simplified if there were a legal entity representing
> the Debian Project.
> Having various Project-wide issues, but representation within these
> matters, and especially liability for them, boiling down to individuals,
> is IMO no longer a way to run a project of this size and significance.
> Furthermore,
> > The Foundation's board would be elected by the Debian Project Members, and the DPL would automatically be a full member of the Foundation's board.
> is just fantastic. It gives my the direct power to influence the
> foundation with my (digital) vote, and limits the influence to just
> Debian Project Members.
> My question though, is: Why three foundations (US, FR, CH)? I get that
> being directly represented in these jurisdictions would have its
> advantages, but overall, wouldn't the downsides over-weigh?

To be clear, Debian France and Debian.CH exist today but are not foundations.
They were established to support local Debian activities in their respective
countries and are not run centrally by the project. Their boards are made up of
people local to that region. You can think of them as friendly entities that
we've granted a license to use the Debian name.

My proposal is to create two Foundations in the US and Europe. I am proposing
these two jurisdictions because the majority of our Project Members are in
these two regions, and many of our sponsors are as well.

Some deliberate redundancy also seems advisable as we cannot trust each
jurisdiction to not cause problems for us some time into the future. Being able
to conduct the needed transactions via the other foundation is a safety net
then. Also, government grants or other types of support may require a legal
entity within the economic zone and we may expect such grants to be offered
once we have legal entities that could receive them.

> For example, in case of a trademark, which entity would legally own it,
> and how would the other entities represent it in their respective
> jurisdictions?

Because the trademarks are currently owned by a US entity, we'd likely transfer
them to the US foundation as that is slightly simpler and currently I do not
know of a compelling reason to transfer our trademarks outside of the United
States. Any other entities would be using the Debian name under license, just
like we have gives usage rights to the Debian name to a few entities already.


But as said above for protection of trademarks or enforcement of licenses (or
lack thereof) we could use the entity in the better legal position. The same
obviously for safekeeping of our assets. And these can be transferred between
the foundations where needed, just like we transfer funds from one TO to
another at times now.

> Legally, of course there are solutions, and probably not even that hard
> to figure out. However, I have the impression that the
> overhead/bureaucracy this would add would be noticeable.
> Christian

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