discuss: Thread: Should LDP apply for non-profit status (was Re: VolunteerMatch ...)

Quoting Bradley Hook ####@####.####

> 1. Technically speaking, Boy Scout Troops are *programs* chartered to a
> legal entity, such as a church, school, or in some rare cases even a
> private company. Any contracts entered by the troop are on behalf of the
> chartering organization. All property and assets of the Troop actually
> belong to the chartering organization.

To reiterate, innumerable times, I've seen troops entering into contract,
through the various involved individuals so doing.  (Note that people
form contracts all the time, and a group of scouts and a parent can't
even enter a taxicab without doing so.)

> 2. If you want to know how to properly form a new organization, pick up
> a copy of Robert's Rules from your local book store ($5-$10).

Um, Robert's Rules of Order (in its various conflicting incarnations)
tells you nothing at all about how to form a new organisation:  It's a
set of rules of order for proceedings of deliberative assemblies.

> 3. Social clubs and such are recognized under tax law and carry no
> form of incorporation.

Except when they do.  

> 4. Generally, a president, treasurer, and secretary are desirable for
> any organization seeking legal recognition.

If by "recognition" you mean incorporation, they are in fact required
(but are usually called CEO, CFO, and secretary).  An agent for service
of process is likewise required.

Rick Moen wrote:
> Quoting Bradley Hook ####@####.####
> 
>> 1. Technically speaking, Boy Scout Troops are *programs* chartered to a
>> legal entity, such as a church, school, or in some rare cases even a
>> private company. Any contracts entered by the troop are on behalf of the
>> chartering organization. All property and assets of the Troop actually
>> belong to the chartering organization.
> 
> To reiterate, innumerable times, I've seen troops entering into contract,
> through the various involved individuals so doing.  (Note that people
> form contracts all the time, and a group of scouts and a parent can't
> even enter a taxicab without doing so.)

Yes, Troops can enter into contracts. However, Troops are *not*
independent organizations. The Troop's committee members and registered
adult members are authorized agents of the Troop's chartering
organization, and answer to that organization (generally via a liaison
appointed to the committee). My goal was not to argue that a Troop could
not enter a contract. I only intended to point out that a Troop is not
an independent organization, but rather a program of an independent
organization (like a church, school, or private company). When the
"Troop" enters into any form of written or quasi contract, the legal
obligation is placed on the chartering organization. From what I've
read, this discussion is *not* about TLDP becoming a chartered program
of an independent legal entity, and so the comparison is irrelevant.

>> 2. If you want to know how to properly form a new organization, pick up
>> a copy of Robert's Rules from your local book store ($5-$10).
> 
> Um, Robert's Rules of Order (in its various conflicting incarnations)
> tells you nothing at all about how to form a new organization:  It's a
> set of rules of order for proceedings of deliberative assemblies.

The various copies I have read, including the one currently on my
bookshelf, outline the procedures to formally establish a new assembly.
In my understanding of the word, an assembly qualifies as an
organization, and so it does explain how to "form a new organization."
In addition, it defines a well-tested method of governing the organization.

>> 3. Social clubs and such are recognized under tax law and carry no
>> form of incorporation.
> 
> Except when they do.  

The point is, they don't have to.

>> 4. Generally, a president, treasurer, and secretary are desirable for
>> any organization seeking legal recognition.
> 
> If by "recognition" you mean incorporation, they are in fact required
> (but are usually called CEO, CFO, and secretary).  An agent for service
> of process is likewise required.

I do not mean incorporation. While a non-incorporated organization can
seek legal recognition, it would be difficult to do so without a solid
form of governance. Many of the more common governance models require,
at a minimum, a president, treasurer, and secretary. The actual names of
the offices (CEO, CFO, etc.) are mostly irrelevant, and it is the
assigned duties that are important. The titles I used are based on the
historically acceptable titles of these roles, and are also a part of
written parliamentary procedures.

~Bradley

Quoting Bradley Hook ####@####.####

> Yes, Troops can enter into contracts. However, Troops are *not*
> independent organizations.

I recall encountering setups to the contrary.  But, regardless, this is,
fundamentally, _entirely irrelevant_ to the point I was making, which I
believe you were purporting to discuss -- unless, as now seems more
likely you were purposely digressing irrelevantly, in which case I would
prefer you not do that during a discussion already burdened with details
unfamiliar to most participants.

> The various copies I have read, including the one currently on my
> bookshelf, outline the procedures to formally establish a new assembly.
> In my understanding of the word, an assembly qualifies as an
> organization, and so it does explain how to "form a new organization."

I really don't think so.  A deliberative assembly is merely a committee
that is collectively sovereign (when it meets and votes) concerning some
subject matter over which it has some responsibility.  That's all very
nice, but has little to do with the actual tasks entailed with running
an organisation.

(I remember a group that literally _did_ seem to consider superfluous
any actions beyond voting:  It was the San Francisco PC Users Group
Steering Committee, butt of many fine jokes, in the day.)

> In addition, it defines a well-tested method of governing the organization.

Er, deliberative assemblies are almost always merely part of what runs
an organisation (if they are present at all).  I shudder to think of
what would happen to most groups if they tried to accomplish every
aspect of governance through votes in committee.

> The point is, they don't have to.

I'm sorry if I missed your point, but it was just a bit unclear.  If you
meant to say "Groups seeking an IRS determination letter under IRC section
501(3)(7) as social and recreational groups need not be incorporated", 
you would be correct.  (I actually already mentioned that, earlier,
upthread.)

> I do not mean incorporation. While a non-incorporated organization can
> seek legal recognition, it would be difficult to do so without a solid
> form of governance.

I'm sorry, then:  You haven't bothered to state what you mean by
"organization seeking legal recognition", and perhaps you should start
by doing so.

Rick Moen wrote:

> I recall encountering setups to the contrary.  But, regardless, this is,
> fundamentally, _entirely irrelevant_ to the point I was making, which I
> believe you were purporting to discuss -- unless, as now seems more
> likely you were purposely digressing irrelevantly, in which case I would
> prefer you not do that during a discussion already burdened with details
> unfamiliar to most participants.

I was merely pointing out the inaccurate comparison, and I have already 
conceded the point of your example.

> I really don't think so.  A deliberative assembly is merely a committee
> that is collectively sovereign (when it meets and votes) concerning some
> subject matter over which it has some responsibility.  That's all very
> nice, but has little to do with the actual tasks entailed with running
> an organisation.

The committee has governance over the organization. See more on my 
thoughts of "governance" below.

>> In addition, it defines a well-tested method of governing the organization.
> 
> Er, deliberative assemblies are almost always merely part of what runs
> an organisation (if they are present at all).  I shudder to think of
> what would happen to most groups if they tried to accomplish every
> aspect of governance through votes in committee.

Deliberative assemblies have very little to do with the daily operations 
of an organization, but they have everything to do with governance. I 
like how "governance" is defined in Wikipedia:

"Governance is that separate process or certain part of management or 
leadership processes that makes decisions that define expectations, 
grant power, or verify performance. Frequently a government is 
established to administer these processes and systems."

"Governance (in business) is the action of developing and managing 
consistent, cohesive policies, processes and decision rights for a given 
area of responsibility. For example, managing at a corporate level: 
privacy, internal investment, the use of data."

Yes, I realize that Wikipedia is not an authoritative source on the 
term, I'm merely giving credit for where I obtained the wording I "like."

> I'm sorry, then:  You haven't bothered to state what you mean by
> "organization seeking legal recognition", and perhaps you should start
> by doing so.

I generally expect most "computerists" to be able to derive meanings 
from what I say, but if you insist:

To be recognized by the Internal Revenue Service (IRS) of the United 
States of America (USA) as a tax-exempt entity under Title 26 of the 
United States Code (USC), and thereby also a legal entity, an 
organization should have, at a minimum, governing officers whose duties 
include those commonly associated with the roles of a president, 
secretary, and treasurer. Please note that I am not stating this as a 
legal requirement, but simply my opinion in regards to making the 
process of receiving recognition less difficult.

Hope that clears things up.

~Bradley

Quoting Bradley Hook ####@####.####

> Deliberative assemblies have very little to do with the daily operations 
> of an organization, but they have everything to do with governance. I 
> like how "governance" is defined in Wikipedia:

Pretty damned grandiose for computerist organisations, which for good
and compelling reasons tend to be run as lean do-ocracies[1] staffed by
small groups of active participants.  

In that realm, it's my experience that gratuitous bureaucracy (e.g., the
SFpcUG Steering Committee) can be the last straw.  You presumably have
different views.  Good luck with that.


> >I'm sorry, then:  You haven't bothered to state what you mean by
> >"organization seeking legal recognition", and perhaps you should start
> >by doing so.
> 
> I generally expect most "computerists" to be able to derive meanings 
> from what I say, but if you insist:

Thank you.  

Many people would use "seeking legal recognition" to mean "seeking to be
able to have the status of an entity recognised by the courts".  You
seem to have decided to use it to mean "seeking a determination letter
from Internal Revenue Service that the group will not be assessed for
income taxes".

Far be it from me to criticise your definitions, but you might wish to
be a bit more explicit in the future.


[1] http://evan.prodromou.name/Journal/24_Messidor_CCXIV

On 4/19/07, Rick Moen ####@####.#### wrote:
> Quoting Bradley Hook ####@####.####
>
> > Deliberative assemblies have very little to do with the daily operations
> > of an organization, but they have everything to do with governance. I
> > like how "governance" is defined in Wikipedia:
>
> Pretty damned grandiose for computerist organisations, which for good
> and compelling reasons tend to be run as lean do-ocracies[1] staffed by
> small groups of active participants.
>
> In that realm, it's my experience that gratuitous bureaucracy (e.g., the
> SFpcUG Steering Committee) can be the last straw.  You presumably have
> different views.  Good luck with that.

I completly agree with Rick. Our current development model completely
could not be written as any legal charter, and for me it is not acceptable, that
if e.g 15 people join our organization they have decide what should i do or not,
just because they have majority.

And another reason is that we do not get any gain from that, nor finance nor in
more people working on documentation and documentation process.

We need more people, we need a leader, but we do not need any legal
papers or courts to fight with.

S.

Rick Moen wrote:
> Pretty damned grandiose for computerist organisations, which for good
> and compelling reasons tend to be run as lean do-ocracies[1] staffed by
> small groups of active participants.  
> 
> In that realm, it's my experience that gratuitous bureaucracy (e.g., the
> SFpcUG Steering Committee) can be the last straw.  You presumably have
> different views.  Good luck with that.

I agree that committees can create burdensome bureaucracy, and prevent
things from getting done. I have seen this sort of bureaucracy cause
harm to more than one non-profit computerist organization, but I have
also seen it work. But, as I see it, with a democracy you can at least
try to change the organization for the better. With a do-ocracy
the few early "do-ers" generally end up with authoritarian power, and
your only choice to create change is to fork the project. In my opinion,
this happens a little too often in the open source communities and slows
progress rather than promoting it.

Don't get me wrong, I'm not saying a do-ocracy can't work or is
inferior. It's just that in my experience, a democracy has more
continuity and organization, and therefor I prefer the democratic model.

> Many people would use "seeking legal recognition" to mean "seeking to be
> able to have the status of an entity recognised by the courts".  You
> seem to have decided to use it to mean "seeking a determination letter
> from Internal Revenue Service that the group will not be assessed for
> income taxes".
> 
> Far be it from me to criticise your definitions, but you might wish to
> be a bit more explicit in the future.

In my understanding, "seeking legal recognition" would mean to "seek to
be recognized according to law by an authority of that law." Any entity
recognized by an authority of the law as a legal entity should be
recognized the the courts of that law. As the subject of the email
directly states that the topic was if LDP should "apply for non-profit
status," then the legal recognition I was referring to involves Title 26
of the USC, not Title 17 (copyright) or other various sections of
federal law. To attempt to be recognized as a legal entity in every
possible portion of the USC would be impossible, aside from the fact
that it would be silly. For example, you wouldn't have a "natural
person" attempt to be recognized as an "artificial person," or
vice-versa, even though both are broad forms of legal entities under
different portions of law.

In my view, you are implicitly criticizing what you believe to be my
definitions. However, I will attempt to be more explicit, and use more
legalese, if I ever decide to express my thoughts on this mailing list
in the future.

~Bradley

Quoting Bradley Hook ####@####.####

> therefor I prefer the democratic model.

That would be the one in which there are uncontested LUG elections, right? ;->

Please see:
http://en.tldp.org/HOWTO/User-Group-HOWTO-7.html#ss7.4

> In my understanding, "seeking legal recognition" would mean to "seek to
> be recognized according to law by an authority of that law." 

Ah, so your definition changes between one day and the next.  OK, 
noted.

> In my view, you are implicitly criticizing what you believe to be my
> definitions. 

You infer what I did not imply.  But it doesn't matter, really.

> However, I will attempt to be more explicit

Thank you.

> and use more legalese

No, thank you.  ;->

> Quoting Bradley Hook ####@####.####
> 
> > Deliberative assemblies have very little to do with the daily operations 
> > of an organization, but they have everything to do with governance. I 
> > like how "governance" is defined in Wikipedia:
> 
On Thu, Apr 19, 2007 at 02:57:12PM -0700, Rick Moen wrote:
> Pretty damned grandiose for computerist organisations, which for good
> and compelling reasons tend to be run as lean do-ocracies[1] staffed by
> small groups of active participants.  
> 
> In that realm, it's my experience that gratuitous bureaucracy (e.g., the
> SFpcUG Steering Committee) can be the last straw.  You presumably have
> different views.  Good luck with that.

At a meeting of a mismanaged church conducted per Robert's Rules of
Order I was stonily opposed to the motion but it passed almost
unanimously without me being able to say a word opposing it.  The
motion was proposed and spoken of favorably.  Then it was said "let's
vote to vote on it".  They did so and since over 2/3 voted to vote on
it, debate was cut off and only the pro side of the case was heard.
I tried to interrupt but no debate is allowed per Roberts Rules on a
motion to call the question (a vote to vote on it).

In like manner, tabling is used under Robert's rules to kill motions
without debate.  The rule about not interrupting a speaker allows talk
to continue for a long time based on false assumptions.  One of the
worst problems in formal organizations is that people vote without
understanding the implications of what they are voting on.

			David Lawyer

On Fri, Apr 20, 2007 at 01:26:30PM -0700, David Lawyer wrote:
> > 
> On Thu, Apr 19, 2007 at 02:57:12PM -0700, Rick Moen wrote:
> > Pretty damned grandiose for computerist organisations, which for good
> > and compelling reasons tend to be run as lean do-ocracies[1] staffed by
> > small groups of active participants.  
> > 
> > In that realm, it's my experience that gratuitous bureaucracy (e.g., the
> > SFpcUG Steering Committee) can be the last straw.  You presumably have
> > different views.  Good luck with that.
> 
> <snippage>                                             One of the
> worst problems in formal organizations is that people vote without
> understanding the implications of what they are voting on.
> 
Amen brother - as a Debian developer, I can concur :) [Note: not 
speaking in any official capacity or as representing the Debian Project 
or SPI in this or any other opinion :) ]

> 			David Lawyer

David et. al.

We already have groups which take on smaller projects and act as their 
legal reps.

The FSF will do it via their organisation the name of which escapes me.

Software in the Public Interest (the organisation behind Debian and 
a number of smaller projects) will do it.

I don't see why you couldn't make a minimalist TLDP organisation and
then join up with SPI. TLDP has too few contributors and "members"
to warrant its own status as a separate corp. Also, your discussions
on this list are too US-centric (even too US-individual-state centric)
in legal terms to cope with being a distributed organisation. Let 
someone else, who has already gone through the pain of setting up an 
umbrella group, do much of the spade work for you.

It's hardly as if TLDP is going to be worth $$millions :)  I suspect
you'd be more likely to end up like Debian UK - operating as a small
association with a market capital of about US $3000 - 5000 depending
on how many Linux events have been held and what the current stock 
holding of T shirts and case stickers is looking like :)

Andy