[OpenAFS-announce] Foundation Update 3

[Roman Mitz]

Today, I am pleased to give you another update on the Creation Committee=92=
s work, in striving to set up a non-profit foundation for OpenAFS.  To summ=
arize:

1.     It appears that IBM may give us written permission to use OpenAFS an=
d AFS for the name and description of the impending foundation.=20
2.     In that case, we will name the foundation =93The OpenAFS Foundation,=
 Inc.=94
3.     We have been working on the Articles of Incorporation and the Bylaws=
 for the foundation.
4.     Both of these documents are needed at the time of incorporation, but=
 will also be submitted thereafter to the IRS when we apply for a not-for-p=
rofit 501c3 status.
5.     We are committed to finalizing these documents by the end of Februar=
y.
6.     We will then consult a legal counsel to verify our materials.

Here now are more details:

1.     It appears that IBM may give us written permission to use OpenAFS an=
d AFS for the name and description of the impending foundation.  --  Todd h=
as continuously worked with IBM Legal on forging a text that can serve as c=
ontent for a contract to be executed between IBM and the Creation Committee=
.  If anyone of you has ever tried getting a contract through IBM, then you=
 know just how hard this can be, but Todd persevered, and he reported recen=
tly that the legal team has =93blessed=94 a text.  The second hurdle consis=
ted of finding an appropriate IBM employee who would sign the document on t=
he behalf of IBM.  Todd was able to persuade one of his division leads to a=
gree to sign.  When signed, the contract is expected to give us limited use=
 of =93OpenAFS=94 and =93AFS=94 for the name and description of the foundat=
ion.  Should more permissions/trademark releases be needed in the future, t=
his will have to be addressed at that time; for the purpose of creating the=
 foundation, the document should suffice.  This also implies that that re-n=
aming and re-branding OpenAFS won=92t be necessary.=20

2.     Assuming the release agreement gets ratified as expected, we will na=
me the foundation =93The OpenAFS Foundation, Inc.=94  and plan to incorpora=
te it in the Commonwealth of Virginia, for ease of administration.  Our res=
earch has shown that there are no significant differences in the state of i=
ncorporation for a non-profit organization that would matter for our situat=
ion, thus it seems prudent to select for pragmatic and administrative reaso=
ns.  Margarete, who is serving as the secretary at present, agreed to be th=
e party for keeping official records of the foundation; upon request, these=
 records can be inspected by anybody who wishes to do so, and we had discus=
sed making them available online, but the law requires a hard copy and a ph=
ysical location.=20

3.     We have been working on the Articles of Incorporation and the Bylaws=
 for the foundation.  These documents describe the purpose of the foundatio=
n =96 what the foundation is setting out to do =96 and the foundation=92s m=
ethods =96 how the foundation is going to go about doing things.  Bearing i=
n mind that these definitions are intended for government officials (with t=
he Commonwealth of Virginia at incorporation, and with the IRS at applicati=
on for non-profit status), the text needs to be particular and detailed eno=
ugh to make sense to a non-engineer while general enough to allow for elbow=
-room for the foundation to get its job done and nail the complete essence =
of our intent. This is easier said than done, and we spent several weeks gr=
appling with these items; however, we believe we have arrived at a useful =
=93happy medium.=94  Furthermore, the two documents will define the roles a=
nd responsibilities of people participating in the work of the foundation. =
 This includes, but is not limited to, the Board of Directors, officers, st=
akeholders, and members.   Each of these classes/roles needs to be describe=
d in prose, as well as any of the =93programs=94 that the foundation intend=
s to conduct in the future (for example, each type of possible fundraising,=
 in each possible state of the US).  Therefore, in total, this amounts to 2=
0-30 pages of concise legalese, and we are nearing the completion of these =
documents. =96 The content of these documents can be amended at any time by=
 following an appropriate process.

4.     Both of these documents are needed at the time of incorporation, but=
 will also be submitted thereafter to the IRS when we apply for a not-for-p=
rofit 501c3 status.  The application for non-profit status entails the comp=
letion of a =93Form 1023=94 plus approximately 16 additional documents furn=
ishing prose explanations, descriptions, and policy.  For obvious reasons, =
the IRS goes through great lengths to ensure that no abuse of power and/or =
funds can arise.  To that effect and to echo the deep desire of the communi=
ty toward fairness and transparency, we are submitting a Conflict of Intere=
st Policy outlining how even potential conflicts of interest will be addres=
sed early and solved efficiently.  After the IRS awards an organization the=
 non-profit status, the organization must regularly report to the IRS and c=
ommunicate any changes, including possible amendments to the Bylaws, so tha=
t the IRS can test continually that the organization remains in good standi=
ng and continues to meet their criteria=20
for a non-profit organization.

5.     We are committed to finalizing these documents by the end of Februar=
y, as illnesses delayed our work.  Sadly, all of us have fallen ill over th=
e past six weeks, which has slowed down our progress.  It remains our goal =
to have =93The OpenAFS Foundation, Inc.=94 incorporated by the end of this =
month.

6.     Prior to the actual submission of the materials, we will consult a l=
egal counsel to verify our materials.  While we have been doing our best, w=
e acknowledge that none of us are experts of the law or in the setting-up o=
f non-profit organizations, thus a =93sanity check=94 seems a wise move.

I hope you find these descriptions helpful and get a good idea of what we h=
ave been dealing with and what has been accomplished.  The Creation Committ=
ee continues to work diligently and in a most cooperative spirit, and we lo=
ok forward to completing next steps in our process toward setting up The Op=
enAFS Foundation.

Sincerely,

Margarete,  Todd, Roman, Derrick, and Thomas=