"Open source projects need administration as well as code. Someone has to look after the domain name, the web site, the repository, the passwords for everything and the money that pays for all the above. As the project succeeds, the task gets bigger and eventually projects decide they need to turn into a charity. But that's a big step, and no-one who has taken it would recommend it! In the USA, "umbrella" organisations such as Software Freedom Conservancy exist to look after the fiduciary responsibilities of projects. Now there are new organisations in Europe to do that too. Hear about: * why projects need a legal entity * the new European entities * how this has liberated a public transport project"

1. 1. Several community members in Europe
have simultaneously created fiduciary
umbrellas for Free Software and Open
Source projects to complement the many
choices in the USA.
2. Your project can join.
TL;DR:

2. European Umbrellas
Simon Phipps
simon@publicsoftware.eu
11 November 2016, SFSCon, Bolzano

7. Need An Entity?
● Benefits for an open source project to be
part of a legal entity:
○ Assets can be held collectively
■ Money
■ Domain names
■ Trademarks
■ Physical Property
○ Assets can be locked against abuse
○ Action can be taken collectively
■ Contracts
■ Payments
■ Income such as fund-raising
○ Governance can have oversight
○ Staff can be employed

9. Public Software CIC
A home for Software Freedom
https://PublicSoftware.eu
@Public_Software

10. Public Software CIC formed
during the first half of 2016 to provide a
government regulated,
community-anchored,
asset locked
fiduciary sponsor &
administrative service provider
for open source free software projects
in Europe.
PS.CIC TL;DR:

11. CIC TL;DR:
A Community Interest Company
trades like a for-profit company but
acts and has its assets locked in the interests
of a designated, open, public community
instead of shareholders, members or
sponsors.

12. Underlying Goals
● More software under free/open licenses
○ We have the experience, you have the innovation!
○ We believe truly open software leads to unexpected
opportunity and expanded liberty
● Grow commercial free/open ecosystem
○ We aim to spend with ecosystem developers,
consultants and vendors rather than proprietary
outsiders
● Build trust in open culture
○ Strong governance requirements, keeping all assets
in trust and publishing as many transactions publicly
as possible help others trust PS projects

13. Onboarding Process Per Client
1. Project Review
2. Plan service mix
3. Establish funding plan
4. Document PS ↔Project governance
5. Client Project Pledge (SLA)
6. Bootstrap services
7. Regular review

14. First hosted project
● TravelSpirit Foundation
○ Mobility-as-a-Service platform for transport
authorities and providers
○ http://travelspirit.io
Presentation to follow!

15. Center for the
Cultivation of Technology
Since Summer 2016
https://www.techcultivation.org/
https://www.techcultivation.org/docs/whitepaper.pdf

16. Renewable Freedom Foundation

18. ● German limited liability company
● does not mean “the project”, i.e. the team members, have
to be German or in Germany
● non-profit charity
● registered at Amtsgericht Berlin Charlottenburg as
of October 12, 2016
Legal setup
Center for the Cultivation of Technology
https://www.techcultivation.org/docs/whitepaper.pdf

19. Existing ERP/accounting systems only solve the
smallest part
● “shared” access to budgeting, in a language that
your project’s team members understand
● full expense management: submission, review,
tracking & receipts
● fine-grained access control
● transparency (internally & externally)
● “upstream” reporting to donors/grantmakers
- eg. donation receipts
“Collaborative Accounting”
Center for the Cultivation of Technology
https://www.techcultivation.org/docs/whitepaper.pdf

20. ● legal agreements
● document workflows of fiscal sponsorship
● develop web platform to facilitate processes in
scalable fashion
● begin “hosting” some (few) projects; submission
form for “waiting list”
Rough estimate (hope): opening to more projects
mid-2017; full “opening” beginning of 2018
→ sign up for (a one time) announcement (or our
mailing lists)
Next steps
Center for the Cultivation of Technology
https://www.techcultivation.org/docs/whitepaper.pdf

21. Stephan (accounting
background)
Moritz Martin
Matija (legal)
Great team of advisors!
Claudio Agosti, Mario
Behling, hellekin, Gunner,
Matthias Kirschner, Martin
Krafft, Beatrice Martini,
Niels ten Oever, Christian
Pfaab, Simon Phipps,
Fabio Pietrosanti, Jonah
Sheridan, Liz Steininger,
Tiberiu Tehnoetic, Aaron
Wolf, Stefano Zacchiroli
You ?!

22. Questions?
simon@publicsoftware.eu
Thanks!
● Umbrella with 12 spokes & stars, by StromBer, CC-BY-3.0,
https://commons.wikimedia.org/wiki/File:Umbrella12er.JPG
● XKCD 927, by Randall Munroe, CC-BY-NC-2.5, https://xkcd.com/927/
● This presentation was not prepared by a lawyer and should not be considered legal advice.
● All named entities are being devised and all details described are subject to alteration.
© 2016 Public Software CIC, licensed under CC-BY-SA-4.0 except images above

23. Supporting Information

24. PS.CIC think the best UK legal entity for
most open source projects is a CIC
● The desire to serve an identified community –
developers and users of the project(s) the CIC
manages – is concretely defined and validated by the
Registrar.
● The asset lock means trademark and copyright
accumulation is safe
● The flexibility means the entity can fundraise and
trade freely and can set bylaws to match community
expectations
● The wind-down rules prevent subversion of the entity
such as by takeover
● The absence of charitable status reduces the reporting
requirements without material harm

25. About the name “Public Software”
● Public Software means computer projects which
deliver software freedom to the general public.
● The GPL is the (General Public) License not the General
(Public License) so the name alludes to the GPL.
● By avoiding both Open and Free as a term PS is able to
address both outlooks on software freedom.
● PS is only interested in promoting software under
licenses accepted by both FSF and OSI developed in
the open.
● Software freedom is about more than just licensing, so
PS also expects projects it promotes to be equally
open to any good faith participant.

26. PS FAQ 1 – Fiduciary
● Doesn’t a charity have to spend all its
money each financial year?
○ PS is not a charity
○ Project income is treated as a liability on PS
accounts
○ We are considering a contingency mechanism, e.g.
■ Donate to a related charity
■ Pay corporation tax
● Can projects leave PS?
○ Yes, as long as the destination has an asset lock
○ We will help!

27. PS FAQ 2 – Licensing
● What is the preferred licensing policy?
○ Must use a license that’s both OSI & FSF approved
○ Should use a “plus” license (“... or later version”)
○ Should use a license with a patent grant
● Will PS aggregate copyrights?
○ This is discouraged
○ Should accept inbound contributions under your
outbound license and leave developers owning
copyrights (“inbound=outbound”)
○ Should use a DCO with the signed-off-by process
and a corporate Patent Pledge
○ PS will not administer CLAs

28. PS FAQ 3 – Differentiation
● How does this differ from
○ SPI?
■ SPI mainly handles donated funds and does not focus on
managing administration tasks
○ Software Freedom Conservancy?
■ Conservancy seeks to host mature, functioning projects rather
than those earlier in their lifecycle
○ Apache Incubator?
■ Incubator has set rules and processes and will not accommodate
alternative approaches, especially licensing, governance and
fund-raising.
○ Commons Conservancy
■ PS is not restricted by non-profit rules so projects can fund-raise
and PS can manage and support directly.