A non-profit for Funkwhale


#1

As part as my ongoing effort to structure the project and reduce the bus factor, I’ve been thinking about the best setup for the project over the past few months.

Those are the constraints/requirements I have in mind:

  • It must make the project less dependent on me, and enable involvement from other people
  • It must enforce (or at least) allow for democratic decision making
  • It must be relatively low-maintenance, at least in the early stages
  • It must make it possible for me and potentially other contributors to earn a living
  • It must be legal
  • It must make it possible to receive donations
  • It should be something relatively common (to avoid surprises, especially legal ones, and get advice)
  • It should be able to scale, to welcome more participants

A first proposal

My current idea is to found a non-profit around the project (what we called an Association loi 1901 in France). This entity would be responsible for receiving donations (such as Open Collective ones), and making the project live:

  • Prioritizing development / features
  • Welcome new contributors / users
  • Organize events around the project
  • Make decisions and arbitrate possible issues / conflicts
  • Represent the project when it’s needed
  • Manage community spaces / tools
  • Etc.

I would work as a contractant for this non-profit and sumbit bills based on my work-time and the available funds. The non-profit would then pay me.

Pros

There are many things I like with this design:

  • Non-profits basically match the spirit of the project. We don’t sell or monetize anything.
  • This is a quite common setup in France
  • Non-profits can scale from a handful of members to thousands
  • Non-profits can receive donations, and are a legal entity
  • Depending on the chosen rules, non-profits can enforce transparency and democracy
  • It makes it possible to start small (with a small amount of donations) and scale as the volume increases
  • It clearly outlines my role in the project, as a contractant, I’ll be working for the project, as anyone else could do. If I ever need to leave, as long as the work I provide is fullfilled, nothing will collapse

Cons

Some things are still blurry or may be issues though:

  • A non-profit needs a bureau to work, so we’d have to find trusted people for that role
  • I may not be able to be involved as much as I would like in the non-profit life if I’m a contractant, to avoid conflict of interest. It’s actually a pro in my mind, but the early stages may be a bit weird of difficult because of that
  • I’m not sure how/if people from other countries can get involved in a french non-profit

I’d really like your input on this. You have quite some time, though, since nothing will move on this side until January. Let me know what your impressions are: does it look realistic? Have I overlooked something?


Funkwhale sync #2
Non-profit statuses initial draft - request for comments and feedback
Call for proposals: we have some money, how should we use it?
#2

Hello Eliot!
I follow your project from a distance, I find it very interesting. I am fascinated by the effervescence surrounding decentralized and federated projects, and I look forward to seeing what it will become.

From the feedback I have from the non-profit sector in France, it is a practical legal form if we want to take more complex steps than just buying equipment.
On the other hand, an non-profit organization is by definition collective, and that is essential. An non-profit organization is formed by several members and is managed by its members. For the moment, you are alone on the project, so I don’t think it’s a suitable legal form for Funkwhale.
What you’re saying about taking a step back also seems quite complex to me. Contrary to what you said, an association lives absolutely by its members,. I have seen many associations disappear because of the end of a cycle, volunteers leaving (for quite legitimate reasons).
Maybe you can add yourself to an existing non-profit organization, just like the PeerTube developer did with Framasoft. Or, first find a trusted team, ready to volunteer on Funkwhale, and once you feel it, you can create the non-profit organization.

Anyway, I wish you all the best for the development of Funkwhale!


#3

Thank you for your feedback @delphin!

For me, the main incentive to start a non-profit is to break this “single-person project” vibe and have the legal and practictal tools to ensure people can join the project and contribute in a meaningful way. That’s kind of a “chicken or egg” situation for me: if I’m alone, there is no real reason to have any kind of structure around the project, and if there is no structure, everything is more blurry and harder to grasp for outsiders, thus increasing the load on my person :wink:

My personal experience (which is of course biaised and subjective) told me that the longer you wait to switch from something personnal and informal to explicit structures and rules, with workload spread on multiple people, the harder it is to actually switch.

Also, I want to make clear I have no plans to abandon the project anytime soon, but here again, from my personal experience, projects are more resilients and productive when they can sustain the loss of a core member (be it temporary or permanent).

Joining an existing organization is definitely an interesting option to explore, and regardless, I agree with you: finding the people should happen before any kind of structure is created, it makes much more sense.

Thank you so much for you support :blush:


#4

Hi, I also have big hopes in Funkwhale and some experience as a member of free software projects.

While this is correct, I believe that such “structures and rules” have more to do with contributions and project roles than with creating a legal entity. At least before having, say, a bunch of regular contributors and dozens of instances deployed, all of them committed with Funkwhale in the long run.

For instance you can go a long way defining “structures and rules” such as

  • How to get commit rights in Funwhale’s master repository.
  • How to get commit rights in project / user / developer documentation.
  • How to influence and decide the project roadmap / the content of new releases.

All this goes down to one point: distributed and documented governance.

If you still want to have some legal entity associated with Funkwhale sooner than later, Framasoft is an option, https://sfconservancy.org/ might be another one.


#5

I agree with you, it’s probably better to focus on establishing such rules and processes then proceed to found a legal entity when we actually need it. At least, it would be easier to deal with in the short term, and have real impact on the way the project is developped.

Thank you for the feedback!


#6

We discussed this topic yesterday during the Sync meeting (Funkwhale sync #2), and eventhough we agreed there were some risks in establishing a legal entity around the project, such as increased complexity and overhead, we also found many, many good reason to proceed in doing so.

Since there was a consensus between participants, and multiple people volunteered to help with this task, we decided to do some research on the best status and organization for this entity, and aim for a launch by the end of the month.

We’re probably going with an “Association loi 1901” (a french status that is relativily easy to setup), but we did not figured out the details yet. Next step is to work with @troll, @renon and @gordon to decide of the actual organization and statuses.

Basically, we can pick one of these options:

  • board-based: we elect given people at specific positions (president, secretary, etc.). This is the most common organization for french associations
  • college-based: decisions are made collectively by a group of selected people. It’s less common, probably more democratic, but also less supported by other entites (bank, assurance, etc.)

There may be of course other alternatives.

Next steps

If we’re aiming for a launch within the month, we have to decide pretty quickly what we want to do and how. Ideally, I think each one of us should do some independant research on each option, and share their conclusions here.

In let’s say a week we can meet again for a short time, review those conclusions and decide what option we prefer. Once we have that figured out, I expect the next big step to be the actual writing of statuses and rules for the entity, and of course setup everything we need to receive donations and recruit members.

@renon @troll @gordon I’m waiting for your input for this plan (and the first step, if you agree with the plan), preferably by the week-end. Of course, if you were not mentionned, you can still contribute to the discussion, and we will not ignore you :wink:

I’ll be back again here on friday!


#7

In order to complete our options regarding the design of this foundation (i believe that’s the best term for non-profits like this), i’d like to add some nuance:

The board-based versus college-based is important regarding the administrative working of the association. Given that the core purpose is to decide the direction of Funkwhale, there is no need for the board/college to rule the structure and the Funkwhale project. The first requires some administrative tasks, like manage accounts, donations, and democratic work of the association. The last should probably be a college, like in the Python or Django respective foundations. I think that this is the best setup for a healthy project management.

There is another important point: diversity. I didn’t ask anyone about their gender at the Sync meeting, but I had the feeling that we were 5 men. Eliot and I agree on the need for diversity in order to maintain health and avoid toxicity. Therefore, the association should not be created by a bunch of men. I’m not suggesting that we recruit women for quota, that would be a really bad idea. But I really believe that we shouldn’t create this foundation without a respectable core diversity. How we could achieve that is a totally whole new subject.


#8

Thank you for the clarification, indeed, what you discribe looks like a sane way to do this, especially since it’s what’s being done by other interesting projects.

As you mentionned, I fully agree with you on this, and it’s a shame we did not discussed this yesterday. Let’s fix that and discuss this matter in a separate topic (I’ll open it this week).


#9

I’m all for a modest start with a board-based structure, to put a formal entity on funkwhale, and manage day-to-day free software life like receiving donations. Board-based over college based for two reasons :

  • simplicity : board-based is the standard way to proceed, so potentially less administrative work
  • consistency : the legal structure should reflect the practical organization of things. Currently, Eliot is the only full time on the project, and main contributor by far, so it seems natural to give him more responsibility. This doesn’t prevent us from changing the structure in the future if need be.

Edit : @eliotberriot, attention aux problématiques de rémunération par l’asso : si tu fais partie du bureau, il semble plus difficile d’être rémunéré. Chez Framasoft, Pierre Yves Gosset par exemple est délégué général, et ne fait pas partie de la co-présidence (article 14 de https://soutenir.framasoft.org/sites/default/files/statuts-Framasoft-2015-v8.pdf).


#10

I have read your various posts carefully. Not being French, I am currently learning about the different forms of associations.

But in the absolute I agree that we need a light structure, not too constraining and malleable.
The goal for me is to give substance to the project through the association, to create the legal entity but to focus on the project itself and not on paperwork.


#11

Hello,

I have no experience in the creation of such entites but concerning the choice of the organization statuses, you said :

college-based: decisions are made collectively by a group of selected people. It’s less common, probably more democratic, but also less supported by other entites (bank, assurance, etc.)

Do you have examples of why this organization could need banks and assurances ?
Maybe, if the organization don’t have many needs from banks, a less trusted organization status by these said banks, but a more democratic one can be better in this situation. Maybe it will be perceived as a prioritization of the community.


#12

Hi @furryjulie, I think @gordon may have more context about potential issues, but on the short term, we’ll probably need a bank account to receive donations and pay bills (like hosting fees). Now, maybe we can find a workaround?

If we pick a board-based foundation, we can still hardcode in the statuses that the board is only here to represent the foundation for administrative/legal matters, and that decision power and governance belong to foundation members (with votes, consensus, quorum, or whatever method we agreed upon).

Do you think this would be acceptable in terms of community prioritization?


#13

@eliotberriot Just to clarify : I didn’t implied that board-based organization would be “not acceptable” (I don’t think you perceived my post like this but I want to be clear about it.) :slight_smile:

It may be a good workaround, technically. I think we should be very precautious about how the community could perceive a board-based organization and how it can weight (or not) on the development and the project’s decisions, which is maybe one the most problematic topic in free software projects. It may be just a matter of communication.


#14

A bank account will certainly be needed to manage donations and bills, as @eliotberriot said.
Insurances will be needed to protect the assets of the organization (take financial responsability for its individuals, for example). Basically, every french non-profit have to subscribe an insurance contract.

As for the choice between college or board, as I said earlier, it would only be for the administrative need (the daily life of the foundation), and not the project governance, which definitely should need some sort of college. For this last point, I’m absolutely in favor of a democratic governance.

Yes, that’s exactly what I think.

In other words: would it be a college or a board, the leading group of the foundation would not have anything to say in Funkwhale development. But the foundation would have an horizontal college, elected or chosen by the contributors, that would have decisional power over the Funkwhale project.

Is that better explained?


#15

Thank you for the clarification :smile: , I did not feel your were “against” one choice or the other, but my last sentence would probably be better phrased like “Do you think it would send a positive signal to the community in terms of democratic governance”.

Yeah, to be frank I’m not sure yet how to handle this, or how other collectives communicate with the wider community in terms of governance. Maybe it would be worth it to investigate a few projects (such as Django or Python) and see how things go there.

Thanks, I was not 100% sure about the insurance thing.

Yeah \o/


#16

I think this is way too ambitious, especially if you want to have more women in your ranks. Another thing is to carefully choose where you want to incorporate, depending on the location of your members, what kind of funding you’re considering, etc. Setting up a legal entity should not be done lightly.

So I suggest you take the time to discuss this, grow your community, and postpone the creation of a legal entity by a few more months – February is way too close. In the meantime you can use existing solutions to provide you with resources, e.g., a legal way to receive donations and so forth. We can see with CCT for example, and/or consider NLnet for funding and other services. You don’t need to rush it (except you can write a two-pager proposal by the end of this month to get NGI0 funding).


#17

Agreed. In fact, the discussion on diversity was started after we picked up the date, and we’ll probably freeze the creation of the entity until we have actually made progress on that level.

We’re not doing this lightly, but we do have to advance on that subject and cannot wait forever. We have received some feedback here, and reviewed it, and the decision to proceed was unanimous during the last meeting.

As for the location and type of entity, we’re of course open to suggestions. Given the fact that as a project maintainer, I’m french, and a huge fraction of our community is french as well, we thought it made sense to incorporate in this country.

Funding is not the only motivation behind this. In fact, I can only speak for myself, but the most critical point IMHO is to enable a real, democratic governance. Of course, we can always have that without incorporating, but I believe a real entity, with statuses and a legal existence can actually help a great deal to develop the community around the project.

It’s kind of a chicken and egg problem: we have a small community, so we don’t have incentive to start the entity, so the community continues to grow really slowly, etc. We have to start somewhere, even if it’s not perfect and need to be revamped in the future :slight_smile:


#18

I was only worried about the timeline: announcing the creation of a legal entity so soon with that many floating arguments (diversity, governance) looked like you were rushing things out. I’m so glad that you are not and that you want to keep the momentum. The counter-argument to the position I stated above is that if you have the energy and will to do it now, then go ahead and do it. Either way I will happily support you. :slight_smile:


#19

Thank you for the kind support :heart:


#20

Hi there,

I follow the project for a few months now, and would like to share my experience with the French status of Association Loi 1901, and how it would work with Funkwhale.

Having a legal entity in France is IMO the best decision to make now, because the community is strongly based in France, as already mentioned in the thread. Association Loi 1901 is very well adapted, as it is very common and can be run with little overhead, and is very scalable.

Employement

It is complicated, if not impossible for a board member to earn money from the same Asso. For Eliot (short term, maybe other people on a longer term…) to earn money from the Asso, there are basically 2 possibilities:

  • the association can edit a work contract and a salary bill to the developer(s)
  • the developers can be registered as Autoentrepreneurs

The second possibility should be better now : if the first possibility is chosen, the entity would have to deal with complicated overhead (déclaration préalable à l’embauche, médecine du travail, taxes, insurance, etc.). The status of Autoentrepreneur would basically covers the overhead. It also means that Eliot would have to deal with the administrative stuff, and not the Association, but it is rather straight-forward and easy.

Status

An association Loi 1901 only needs status to start running, a bank account is not mandatory, nor is an insurance. The status define the way the entity runs : the purpose of the association, the different roles (members, administrators, board, elections, cotisation, etc.). The status usually refers to a code of conduct, that can be modified independently of the status.

The advantage of referring to a code of conduct, is the following: the status need to be voted during an Assemblée générale extraordinaire, whereas the code of conduct can be modified in an Assemblée générale ordinaire.

Parity (or at least female representation) has been discussed in this thread. The status would be a good place to integrate such a “constraint”. However, we have to be sure that it is not too restrictive : what if the first board has women, for instance, but after 2 years one of the board members want to leave and no other woman wants to take over?

Creating the Association

To be created, the board has to submit the status voted by the board during the Assemblée générale, and the Procès Verbal of the first Assemblée générale constitutive. The association will then be registered to the Journal Officiel. It also needs a Siège social (which is not necessarily the place where the mail arrives…)

Then the people who want to join as “simple members” could do it. They don’t necessarily need to be there at the Assemblée générale constitutive.

Membership

The question of the membership is also important : who can become a member ? What does this cost ? For how long ? Does people commiting to the code have to be members ? It is not mandatory for funders to be members of the association. As far as I know, members have to receive a member card, and a list of all members has to be kept up to date by the board. It might also be possible that only the board would be member of the association, but I do not think this would be a good solution for Funkwhale, as a strong collective decision process is wanted.

I don’t see any problem for a non-french resident to become member of the association.

Banking and insurance

I don’t agree with that. As far as I know, an insurance is not required all year long. I have been member of board of an association where we would only contract an insurance for the events we were organising (to meet a room for instance…). I don’t really see the need for Funkwhale to contract an insurance, as Eliot would be covered by his status as Autoentrepreneur, and there is no real asset to protect (servers are already protected by the hoster, I would say). If Funkwhale was to organise meeting with its members or conferences or so, then it might be possible to take an insurance just for 1 day or so… The only needed insurance in that case would be Responsabilité civile.

Opening a bank account as an Association Loi 1901 is relatively straight forward and most bank in France offer special services for small entities like Funkwhale would be in the beginning. To reflect the ambitions and the values of Funkwhale, it might be interesting to look for an “ethical” bank, though it can be more expensive than a “normal” bank…

The important thing to check is if the entity would have to pay taxes. I would rather say no, but I’m not sure to what extent.

Charity/non-profit

Furthermore, a common mistake is to think that a non-profit cannot make money at the end of the year. It is not completely true. It only means that the purpose of the entity must not be “make money”, but it’s completely allowed to stock money (even multiple thousand €), just in case… It’s usually the case with Associations de copropriétaires, where a few thousand euros are kept in case the street has to be renewed for instance…

Furthermore, charities in France can emit tax reduction for private persons up to 66% of the funding. If Funkwhale is eligible to it, the process is relatively easy, it just adds a little bit overhead which might be worth doing…

The second point can be discussed, but I think the other 2 are compatible with Funkwhale. It should be investigated deeper…

All in all, I think it is a good step for Funkwhale to get an official entity to structurate its activities and make it more sustainable, as already mentioned in a lot of posts in this thread. If needed/wished, I can help further on this topic. Let me know exactly in which direction to go, but maybe especially on those topics?

  • insurance mandatory?
  • 66% tax reduction?
  • bank account for a Loi 1901? Costs, etc.
  • writing of the status

I hope my post was not too messy and could help the discussion further, please let me know if it is not clear enough :wink:

PS: I did use quite a lot of French terms, as I don’t find it very relevant to translate those administrative words to English to avoid confusion, I hope it will be fine so…