Summary of the LoCoTeam meeting, 2005-09-21

[Jane Silber]

Yann -

I'm not ruling out coming up with some sort of trademark license to
allow the non-profit you want, but from your list of reasons:

>  - Our servers now belong to noone.
>  - The donations are actually on our personnal paypal account; if we
>can't give them to an association we should pay taxes on it.
>  - There is something called "CNIL" in France, an organisation to which
>every website working with people's personal data have to declare
>itself. The declaration is not the same if I declare the website being
>mine, or being the organisation's.
>  - There is a commercial entity who wants to give us money, but they need
>us to be a not for profit organisation to do this.
>  - We are working with a cybercentre in the north of France who is
>willing to help us distribute the cds, and to convince the city to give
>us a small budget (which is, according to our contact there, possible),
>we need an official entity, not only someone tellin "hi, i'm yann, i
>need money" ;) btw I asked if we could get some thousands of cds short
>after release time, is it possible?
>  
>
Every single one of those is addressed by the arrangement we talked
about several weeks ago whereby the LoCo team works with the Ubuntu
Foundation. 

>You are suggesting we use the ubuntu foundation for these activities.
>Actually we would prefer to have our own organisation because:
>  - We need money for some of our activites (hosting, in a near future cds
>shipping, conferences..) - and as far as I know, the Ubuntu foundation
>does not finance the locoteams, so we need our own budget, and
>organisation to handle it.
>  
>
This is interesting, but I suspect there is a simple way to allow you to
administer your own monies. Needing a budget certainly does not equate
to needing a separate company/legal structure.  And a LoCo team can
organise themselves in terms of positions of responsibility (who does
what) without a company structure.

>  - The Ubuntu Foundation does not exist yet;
>  
>
Not true, it does.

>  - if possible we want to be able to do as much as possible without
>needing the ubuntu foundation, as you have enough work without having to
>deal with our problems. I think we would have a far better reactivity
>that way. Communication with Canonical is far, far too complicated...
>It's written on Ubuntu.com that we should ask trademarks@ for use the
>name on banners; we had a conference 2 weeks ago, asked a month ago for
>the authorisation, and never got it :/
>  
>
Sorry about that - there was a mix up on the trademark email with Mako's
departure.  But again, I don't think setting up a new company addresses
this.

>  - It we had our own budget... it is well known that Canonical/the
>UbuntuFoundation has a some millions $, and it's quite complicated to
>explain to someone that giving 1000$ to the Foundation, which already
>has 10M$, would help us significantly.
>  
>
A good point.

>  - Not for profit organisation are well known in France, and people are
>confident in that type of organisation.  I think people would trust more
>a 1901 organisation than the Ubuntu Foundation.
>  
>
Not sure I agree, but will defer to your take on French sensibilities.

>For all these reasons, I ask you if it would be possible for the french
>team to have a trademark agreement that would allow it to create an
>organisation named Ubuntu-fr (which is in France really cheap and easy to
>do) and to use it for the points I described above.
>  
>

All in all, I still don't see a reason for this and I think you have
latched onto a "solution" which isn't necessary and will introduce even
more complexity. However, I'm willing to talk about it more.   If we
were to do this, there are a number of concerns that we need to work
out. Please think about this from our side:  we are being asked to allow
an organisation, run by people we don't really know, to be legally
incorporated and operate under the Ubuntu name.   We have already had
issues with some LoCo teams where there has been contention over
leadership and contention between related country/regional teams.  
There was a lot of discussion about whether LoCo teams should have
"leaders" or "contacts" - that will be amplified if there is a legal
structure with codified leadership positions.  There is also a risk in
some countries of the LoCo team being co-opted by a single strong-willed
individual or organisation.  The potential for confusion, the potential
for conflict between organisations and between people in an
organisation, the potential for damage to the Ubuntu brand are all large
and much more difficult to resolve when money and taxes and legal
liabilities are involved. And we shouldn't think it is just France - if
we allow it in your case, we need to be prepared for the general case as
it will quickly spread to other countries as well as regions and cities
(which are also forming LoCo teams), there will be a confusion between
LoCo teams and local non-profits, etc.  and I really don't want to
create a whole new set of teams/organisations.

Can we talk about what sort of agreement would be necessary *if* we were
to allow this.  I'm thinking of something that still starts with LoCo
teams but then if a LoCo team needs to set up a legal structure in their
own region, we could allow that if a set of conditions were met.    I'm
still not sure this is necessary or even a good idea, but it will help
to understand the issues if we try to make the discussion a little more
concrete.  Off the top of my head, I'm thinking of conditions like

- must be an active LoCo team in good standing. "Active" could be
measured by number of members, number of months in existence, something
else?

- needs to be a significant demand for the organisation - i.e., I don't
want them to be created simply because (a) they can and (b) there is a
single vocal individual.  Maybe a vote by the LoCo team members?

- must be a non-profit.  Local laws and terminology will vary, but I
think we understand what this means. It should be spelled out more
completely though

- we should have a standard charter that these bodies adopt that
outlines what the goals of the organisation are and how they will
operate. In general I would like it tightly tied to the LoCo team. 
I.e., the association/non-profit is solely a mechanism of convenience to
hold a bank account for the LoCo team.  Duplication and fighting and
different governance structures between LoCo teams and local
associations/non-profits will be a nightmare. 

- In some countries, the establishment of the new organisation requires
a minimum governance structure.  It would be nice to have a standard
governance structure that this organisations would adopt but this may be
difficult as local laws may require different governance structures. In
any case, I think leadership positions should be voluntary and subject
to some sort of oversight - either votes by LoCo members or appointment
by the Community Council or something.  There are a number of reasons
for this - it is a fact of the open source world that people move on and
don't have time for activities that were once important to them. I don't
want an organisation handicapped by having an official who is no longer
actively involved but a permanent part of the governance structure.
There is also the case where the majority of the LoCo team disagrees
with the whatever the leaders of the organisation are doing - if there
is no oversight or if there is no reporting structure then there is
nothing that can be done about it.

- the charter/license is revokable at any time by decision by the
Community Council.

- who will pay the fees associated with company formation? In some
countries non-profits have an annual legal filing requirement - will the
LoCo team handle those?

- I suspect there are other issues. This is a quick list off the top of
my head. Does anyone else have any?

Does anyone know of similar arrangements that have been made in other
organisations? I know someone mentioned the Rotary club before - does
anyone have a copy of the agreement/conditions they place on local
clubs?  What about other open source projects?   It may help be easier
to make this happen if we have a model, rather than talking in the abstract.

Cheers,
Jane