Le 19/01/2011 02:22, Alan Clark a écrit :

Greetings to all on the Foundation ML.

Posted on the wiki is a paragraph describing the purpose of the Foundation.

http://en.opensuse.org/openSUSE:Foundation

It's intended to be a precise description of the Foundation. A description that we will refer back to often throughout all the discussions and in building the official documents. Please take a few minutes and review this description and comment on how it may be refined.

Thanks,

Alan

I don't know if it's a good idea to use "openSUSE" in the name of the foundation. It's confusing. The foundation may not be equal to the community (hence the "foundation" name), openSUSE is a trademark by Novell and may be we may have one day to change the name for whatever reason. I would so propose to avoid the openSUSE name in the name and the goal of the foundation. may be call it "green lizard" (or whatever you want) The goal should also be much wider (the foundation is prone to live for many years, who knows what will be the free software world in 15 years?) "The green lizard Foundation assists the free software/open source community to promote linux everywhere, including building a general purpose Linux based Operating System, deploying IT infrastructure, providing development ressources in hardware, software and manpower, etc. The Foundation exercises administrative responsibilities and legal controls to engender open and objective leadership, vision, commitment and solidarity, empowering people to make decisions, attracting additional companies to donate to the project, and attracting a broader range of individual contributors. " My idea is that the foundation should only be driven by a small subset of the openSUSE community, mostly the more interested people that want to be permanently involved. We don't want to have discussion like the ones we see often in the openSUSE lists. My model is the free software foundation, may be a little less philosofical :-) https://my.fsf.org/associate/support_freedom?referrer=4052 jdd -- http://www.dodin.net http://pizzanetti.fr -- To unsubscribe, e-mail: opensuse-foundation+unsubscribe@opensuse.org For additional commands, e-mail: opensuse-foundation+help@opensuse.org

Hey, On 19.01.2011 02:22, Alan Clark wrote:

Posted on the wiki is a paragraph describing the purpose of the Foundation.

http://en.opensuse.org/openSUSE:Foundation

Sorry but this discussion misses the context of the current state of the foundation discussion the openSUSE board has done and presented on the openSUSE conference. Can we gather that before we start to discuss more please? Otherwise we are starting a 0 again when we are already at 0+N. Henne -- Henne Vogelsang, openSUSE. Everybody has a plan, until they get hit. - Mike Tyson -- To unsubscribe, e-mail: opensuse-foundation+unsubscribe@opensuse.org For additional commands, e-mail: opensuse-foundation+help@opensuse.org

Le 19/01/2011 17:44, Klaas Freitag a écrit :

Hi Alan,

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Posted on the wiki is a paragraph describing the purpose of the Foundation.

http://en.opensuse.org/openSUSE:Foundation

is this the last board position we can discuss or may we wait a little more? It's pretty good, but need some refinements (IMHO) jdd -- http://www.dodin.net http://pizzanetti.fr -- To unsubscribe, e-mail: opensuse-foundation+unsubscribe@opensuse.org For additional commands, e-mail: opensuse-foundation+help@opensuse.org

Le 24/01/2011 04:59, Alan Clark a écrit :

The purpose is from prior discussions, and up for refinement, as the Foundation portal page points out all this is Drafts and represents the current state of the discussion.

OK, thanks. so let's begin with the more obvious. The Foundation name. I'm not that glad with the "openSUSE" name. Not because I don't like it, but because several possible problems: * As I have already read, to be able to keep a copyright, it's necessary to have the capacity of defend it, including in court. We wont have this capacity before some time (may be some years), so if we can't own the name, better not use it; * openSUSE is now a (well) know Linux distribution. But in fact it's beginning to be much more. For example a community. I'm not that sure than an openSUSE community and a foundation can share the same way of life. The Foundation need very well controlled structure, after all it's here to make lot of money. Open source community need soft controls, adaptatives and may be loose, to accomodate all the changes needed; * finally, there is no need to have the same name, anything somewhat related is enough ("geeko foundation"?). Ubuntu is driven by Canonical, until now openSUSE is driven by Novell... jdd -- http://www.dodin.net http://pizzanetti.fr -- To unsubscribe, e-mail: opensuse-foundation+unsubscribe@opensuse.org For additional commands, e-mail: opensuse-foundation+help@opensuse.org

jdd wrote:

We may also very quickly be obliged to hire some lawyers, secretary, even some room (managing money in may be millions dollars need cautions, how do Mozilla do?)

According to wikipedia, the Mozilla Foundation has 150 employees. -- Per Jessen, Zürich (-4.1°C) -- To unsubscribe, e-mail: opensuse-foundation+unsubscribe@opensuse.org For additional commands, e-mail: opensuse-foundation+help@opensuse.org

Le lundi 24 janvier 2011, à 10:25 +0100, jdd a écrit :

Le 24/01/2011 10:02, Per Jessen a écrit :

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jdd wrote:

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We may also very quickly be obliged to hire some lawyers, secretary, even some room (managing money in may be millions dollars need cautions, how do Mozilla do?)

According to wikipedia, the Mozilla Foundation has 150 employees.

sure, but how is it managed? (not that I hope so much cash very soon :-))

We can look at Foundations that manage thousands instead of millions as a start... The GNOME Foundation and the KDE eV both handle that very well, with a board and a part-time/full-time administrator. (The GNOME Foundation also has a part-time sysadmin and a full-time executive director.) I'm not sure what's your exact question, though. The board works on a budget every year and uses it as a basis for how to use the money. Vincent -- Les gens heureux ne sont pas pressés. -- To unsubscribe, e-mail: opensuse-foundation+unsubscribe@opensuse.org For additional commands, e-mail: opensuse-foundation+help@opensuse.org

Vincent Untz wrote:

Le lundi 24 janvier 2011, à 10:25 +0100, jdd a écrit :

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Le 24/01/2011 10:02, Per Jessen a écrit :

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jdd wrote:

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We may also very quickly be obliged to hire some lawyers, secretary, even some room (managing money in may be millions dollars need cautions, how do Mozilla do?)

According to wikipedia, the Mozilla Foundation has 150 employees.

sure, but how is it managed? (not that I hope so much cash very soon :-))

We can look at Foundations that manage thousands instead of millions as a start...

That might be more realistic :-) Of course, the management principles remain the same, it's just the amount of workload that differs.

The GNOME Foundation and the KDE eV both handle that very well, with a board and a part-time/full-time administrator. (The GNOME Foundation also has a part-time sysadmin and a full-time executive director.)

A foundation is just a special kind of legal entity - the practical aspects of how it is managed is the same as any other business. -- Per Jessen, Zürich (-2.2°C) -- To unsubscribe, e-mail: opensuse-foundation+unsubscribe@opensuse.org For additional commands, e-mail: opensuse-foundation+help@opensuse.org

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On 1/24/2011 at 03:14 AM, in message <20110124101407.GX21120@vuntz.net>, Vincent Untz wrote: Le lundi 24 janvier 2011, à 08:55 +0100, jdd a écrit : Le 24/01/2011 04:59, Alan Clark a écrit :

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The purpose is from prior discussions, and up for refinement, as the Foundation portal page points out all this is Drafts and represents the current state of the discussion.

OK, thanks.

so let's begin with the more obvious. The Foundation name.

I'm not that glad with the "openSUSE" name. Not because I don't like it, but because several possible problems:

* As I have already read, to be able to keep a copyright, it's necessary to have the capacity of defend it, including in court. We wont have this capacity before some time (may be some years), so if we can't own the name, better not use it;

(that's assuming the trademark is transferred to the Foundation -- my understanding is that, at the beginning at least, Novell would still own it)

Let's build upon the basis we have and the lessons we've learned. Let's not re-invent the wheel. Novell has already "granted powers to the openSUSE Board to be the guardians of the openSUSE trademarks." http://news.opensuse.org/2011/01/11/reviewing-the-trademark-guidelines/ Powers that the the Board has been exercising for sometime. From that they have gained experience and recognize the refinements that need to be made. Let's focus on the refinements. Hence the link to "Review Trademark Guidelines" in the Foundation wiki. -Alan -- To unsubscribe, e-mail: opensuse-foundation+unsubscribe@opensuse.org For additional commands, e-mail: opensuse-foundation+help@opensuse.org

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On 1/24/2011 at 11:18 AM, in message , Greg Freemyer wrote: On Mon, Jan 24, 2011 at 12:18 PM, Alan Clark wrote:

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On 1/24/2011 at 04:02 AM, in message , Per Jessen wrote: Vincent Untz wrote:

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Le lundi 24 janvier 2011, à 10:25 +0100, jdd a écrit :

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Le 24/01/2011 10:02, Per Jessen a écrit :

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jdd wrote:

> We may also very quickly be obliged to hire some lawyers, > secretary, even some room (managing money in may be millions > dollars need cautions, how do Mozilla do?)

According to wikipedia, the Mozilla Foundation has 150 employees.

sure, but how is it managed? (not that I hope so much cash very soon :-))

We can look at Foundations that manage thousands instead of millions as a start...

That might be more realistic :-)

Of course, the management principles remain the same, it's just the amount of workload that differs.

...

The GNOME Foundation and the KDE eV both handle that very well, with a board and a part-time/full-time administrator. (The GNOME Foundation also has a part-time sysadmin and a full-time executive director.)

A foundation is just a special kind of legal entity - the practical aspects of how it is managed is the same as any other business.

You are right in that we do need to figure out how to manage the funds. The legal entity does have to account for them to the members. We will need to develop a very 'light weight' process to manage it. That's why I put a placeholder topic on the wiki. Think simple - aka spreadsheet. The interesting part is that the project hasn't really tracked funds (as a project) in the past, so we have a learning curve ahead of us. Where we have spent money in the past should help define how to categorize the funds in the future.

I'm fine with a spreadsheet as a starting point.

Has the board/project had visibility into the Ambassadors funding, etc.?

ie. I believe ambassadors get giveaways, some travel expenses, booth expenses, etc.

Has all that been handled internal to Novell and there is has no visibility to the openSUSE board, or is it something that is known and reported on to the openSUSE board?

I don't think we need to delve that deep. My point was to keep accounting a simple task while tracking and reporting the items at a level that is of interest to the community. If you look at Gnome.org and KDE.ev for example, the tracked categories of expenses are different as the questions the communities wish to most easily answer are different. Understanding at a high level, the expenses of the past plus knowing what is of interest going forward helps identify the right categories. Typically you want to keep it to 7-8 categories. Typically a small organization, such as this, will want to keep the number of categories down to 7-8 categories. To best identify the expense categories we need to understand the questions we want to most readily answer and track. Greg, to capture and add to your thoughts, I created a wiki page[1] (linked to the Foundation portal), listing out a strawman proposal for expense categories. I know what I wrote on the wiki isn't the right set of categories, but it's a start. I also tried to capture some of the questions you raised. The proposed categories on the wiki are: * Travel Support * Marketing Materials * Administration * Infrastructure * Contingency/Misc. Those categories make it easy to identify a travel budget, a marketing budget, etc. It is a bit more work to identify expenses tied to a particular event - for example to ask the question, How much did we spend on SCALE?. Take a look at the categories on the wiki page and recommend changes. -Alan [1] http://en.opensuse.org/openSUSE:Accounting -- To unsubscribe, e-mail: opensuse-foundation+unsubscribe@opensuse.org For additional commands, e-mail: opensuse-foundation+help@opensuse.org

On 25/01/2011 08:48, Alan Clark wrote:

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On 1/24/2011 at 11:18 AM, in message , Greg Freemyer wrote: On Mon, Jan 24, 2011 at 12:18 PM, Alan Clark wrote:

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On 1/24/2011 at 04:02 AM, in message, Per Jessen wrote: Vincent Untz wrote:

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Le lundi 24 janvier 2011, à 10:25 +0100, jdd a écrit :

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Le 24/01/2011 10:02, Per Jessen a écrit : > jdd wrote: > >> We may also very quickly be obliged to hire some lawyers, >> secretary, even some room (managing money in may be millions >> dollars need cautions, how do Mozilla do?) > According to wikipedia, the Mozilla Foundation has 150 employees. > sure, but how is it managed? (not that I hope so much cash very soon :-)) We can look at Foundations that manage thousands instead of millions as a start... That might be more realistic :-)

Of course, the management principles remain the same, it's just the amount of workload that differs.

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The GNOME Foundation and the KDE eV both handle that very well, with a board and a part-time/full-time administrator. (The GNOME Foundation also has a part-time sysadmin and a full-time executive director.) A foundation is just a special kind of legal entity - the practical aspects of how it is managed is the same as any other business. You are right in that we do need to figure out how to manage the funds. The legal entity does have to account for them to the members. We will need to develop a very 'light weight' process to manage it. That's why I put a placeholder topic on the wiki. Think simple - aka spreadsheet. The interesting part is that the project hasn't really tracked funds (as a project) in the past, so we have a learning curve ahead of us. Where we have spent money in the past should help define how to categorize the funds in the future. I'm fine with a spreadsheet as a starting point.

Has the board/project had visibility into the Ambassadors funding, etc.?

ie. I believe ambassadors get giveaways, some travel expenses, booth expenses, etc.

Has all that been handled internal to Novell and there is has no visibility to the openSUSE board, or is it something that is known and reported on to the openSUSE board? I don't think we need to delve that deep. My point was to keep accounting a simple task while tracking and reporting the items at a level that is of interest to the community. If you look at Gnome.org and KDE.ev for example, the tracked categories of expenses are different as the questions the communities wish to most easily answer are different.

Understanding at a high level, the expenses of the past plus knowing what is of interest going forward helps identify the right categories. Typically you want to keep it to 7-8 categories.

Typically a small organization, such as this, will want to keep the number of categories down to 7-8 categories. To best identify the expense categories we need to understand the questions we want to most readily answer and track.

Greg, to capture and add to your thoughts, I created a wiki page[1] (linked to the Foundation portal), listing out a strawman proposal for expense categories. I know what I wrote on the wiki isn't the right set of categories, but it's a start. I also tried to capture some of the questions you raised.

The proposed categories on the wiki are: * Travel Support * Marketing Materials * Administration * Infrastructure * Contingency/Misc.

Those categories make it easy to identify a travel budget, a marketing budget, etc. It is a bit more work to identify expenses tied to a particular event - for example to ask the question, How much did we spend on SCALE?.

Take a look at the categories on the wiki page and recommend changes.

-Alan

[1] http://en.opensuse.org/openSUSE:Accounting

I have read what you wrote above which is really a repetition of what that URL you provided also contains. So, the intention is to use a spreadsheet to record any revenues and to record expenses? OK, and you are going to keep any monies you receive in a shoe box kept by someone under his/her bed and when some monies are received some mysterious person - obviously the person who goes to the post office to check for any mail - will place the cash or cheque (US lingo: check) into the shoe box. But what happens if s/he puts the cash/cheque into her/his pocket? Won't there be anyone to ensure that what was received is actually placed into the shoe box? And then some bills have to be paid. Who is going to take the money out of the shoe box and pay the bill? And will there be anybody to make sure that what is taken out of the shoe box (by whoever - in fact, who IS it going to be?) is actually the right amount and not some many dollars over what the bill is which then ends up in the pocket of the person who is taking the money out of the shoe box to pay that bill? And there will be cases when the revenue "you" may receive is subject to tax. Somebody will be able to record on the spreadsheet what part of such a payment is subject to tax and which part is not and how much tax is to be paid on the taxable bit, right? Or there would be expenses which could attract some grant or recompense according to some local authority statute and these expenses of course will be meticulously recorded on the spreadsheet. Every organisation worth its salt uses what is now called Management Accounting (when I was studying accounting at University it was called Controllership), a double-entry accounting system, which keeps management informed of what is occurring financially-wise in the organisation: how much was received as revenue, what was paid out, how much is in the bank, how much is owed for purchases yet to be paid for, how much is owed by people to the organisation, assets owned, short term liabilities, long term liabilities, et al. There are also legal standards as to what management has to report annually to its members in the annual statement of accounts. A spreadsheet falls far short of what is required. Perhaps this is what you may use in your household for day-to-day budgeting but then when you go to the bank to get a loan you will be asked for much more detail than the simple figures on your spreadsheet. I'll stop at this point. BC -- Left to themselves, things tend to go from bad to worse. -- To unsubscribe, e-mail: opensuse-foundation+unsubscribe@opensuse.org For additional commands, e-mail: opensuse-foundation+help@opensuse.org

On 27/01/2011 21:18, Per Jessen wrote:

Basil Chupin wrote:

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[1] http://en.opensuse.org/openSUSE:Accounting I have read what you wrote above which is really a repetition of what that URL you provided also contains.

So, the intention is to use a spreadsheet to record any revenues and to record expenses? It's not such a bad idea - double-entry book-keeping software as that from Banana Software (www.banana.ch) is nothing more than a glorified spreadsheet.

If it doesn't do a reconcilation with what's in the books and what is shown on the bank statement then it is not worth a pinch of horse manure - and therefore would be equivalent to a glorified spreadsheet.

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OK, and you are going to keep any monies you receive in a shoe box kept by someone under his/her bed and when some monies are received some mysterious person - obviously the person who goes to the post office to check for any mail - will place the cash or cheque (US lingo: check) into the shoe box. But what happens if s/he puts the cash/cheque into her/his pocket? Won't there be anyone to ensure that what was received is actually placed into the shoe box? I would assume shoe box = bank account.

No, don't assume this at all. There is nothing stated anywhere where there has been any serious thought given to keeping a proper control over the monies, coming in or going out, and the accounts overall except for the very simplistic statement that a spreadsheet with some (?) 6 categories would quite sufficient.

Any cash payment should be made to the cashier who would also issue a receipt on behalf of the organisation.

Again, there has been no mention of any procedures.

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And then some bills have to be paid. Who is going to take the money out of the shoe box and pay the bill? Whoever has access to the bank account. Presumably again the cashier or someone to whom the task was delegated.

Again you "presume" :-) .

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And will there be anybody to make sure that what is taken out of the shoe box (by whoever - in fact, who IS it going to be?) is actually the right amount and not some many dollars over what the bill is which then ends up in the pocket of the person who is taking the money out of the shoe box to pay that bill? I assume the organisation would appoint an auditor who would carry out an annual audit etc.

There are 2 types of auditors: internal one who ensures that the daily activities of the organisation are properly recorded and that no hanky-panky is going on so that funds don't go missing when they shouldn't be going missing - and to this end there is a proper auditing section/department created in a large organisation but in a smaller organisation the accounting system should take care of this if properly administered and controlled by the treasurer or the financial controller (or whatever one wants to call him/her). The second type of auditor is the external one who is independent of the organisation being audited and it is this auditor's job to see that the accounts of the organisation being audited have been properly kept. NOW, and this is where most people fall for the trap and do not understand how this external auditor works. The external auditor ASSUMES that the internal auditor is doing his/her job properly and therefore only does a broad audit of the organisations accounts - he doesn't go into every little nitty-gritty detail of the accounts, unless he finds something seriously wrong, and if he does do some checking, for example regarding stocks held by an organisation, he only does a sample check to see if the figures are representative and no hanky-panky has occurred. The external auditor is a requirement by law as a check on the checking which the internal auditor is supposed to have been done over the past financial year. (Now, if you have been reading your newspapers you would read that an external auditor can be made to "look the other way" and give a set of accounts a clean bill of health...... You recall that famous case some years ago in the USA? :-) . The problem usually, but no always of course, develops when an organisation keeps using the same external auditor year after year in which case there develops a "buddy-buddy" type of a relationship and no serious auditing then takes place as there is "gold in them there hills". I'll say no more.......)

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And there will be cases when the revenue "you" may receive is subject to tax. Somebody will be able to record on the spreadsheet what part of such a payment is subject to tax and which part is not and how much tax is to be paid on the taxable bit, right? This sounds like income tax in which case it is applied annually to whatever profits the organisation has made.

Well, not necessarily as simple as this, Per. I take it that the Foundation will be called something.org - that is, a not for profit organisation and it's income in the form of membership fees, grants, whatever, should not be subject to tax. But even this is unknown because nobody has bothered to get legal advice about how to structure this foundation. However, this is not to say that the foundation cannot obtain an income from selling something commercially, for example DVDs with openSUSE on it, in which case this income would be taxable. I speak from what I have had to deal with here locally but what it may be where the foundation will be formed and registered I don't know. But if you only have a spreadsheet to keep your "accounts", how would you differentiate between non-tax income and taxable income and if it taxable how much has to be paid every month/quarter/whatever (depending on the tax regime of where the foundation is registered). And this doesn't even recognise that the foundation will most likely employ people and pay them wages and mandatory health insurance cover and other security benefits and keep track of their holiday/sickness days? All this by using a spreadsheet? I stop here. BC -- Left to themselves, things tend to go from bad to worse. -- To unsubscribe, e-mail: opensuse-foundation+unsubscribe@opensuse.org For additional commands, e-mail: opensuse-foundation+help@opensuse.org

Hi Klaas, I like the changes you made. I modified it a bit and checked it into the wiki page. I also refactored the original paragraph with this material and put it under a "Summary Description". We may just delete it later, but I left it there for now, with the idea that we may want a short description that fits onto a presentation slide. -Alan

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On 1/19/2011 at 09:44 AM, in message <201101191744.44828.freitag@suse.de>, Klaas Freitag wrote: Hi Alan,

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Posted on the wiki is a paragraph describing the purpose of the Foundation.

http://en.opensuse.org/openSUSE:Foundation

I had the same idea and was sending in a proposal last week, see here: http://lists.opensuse.org/opensuse-foundation/2011-01/msg00000.html Seems that I had been pretty alone on the list at that point of time ;-)

I used the existing Wiki text and tried to enhance it a bit keeping its original idea.

Here are my thoughts: - 1st paragraph: I think the openSUSE Project covers more than 'just' a distro. It is the most currently, but that might change, and other activities such as promoting free content for example should also be mentioned.

- 2nd paragraph: I tried to be more accurate when it comes to trademarks.

- 3rd paragraph: is about membership, again with a bit more accuracy.

- 4th paragraph: actual purpose of the foundation, not sure if that says enough already.

- 5th paragraph: The meaning of the Guiding Principles.

I am not claiming that this is a better or complete text. It's just a proposal to line up some more details which should give a better guidance for our discussion here.

regards,

Klaas

-- To unsubscribe, e-mail: opensuse-foundation+unsubscribe@opensuse.org For additional commands, e-mail: opensuse-foundation+help@opensuse.org

Alan Clark wrote:

The point wasn't that it has to be a spreadsheet. The point is that we need to keep this as simple as possible. We are a volunteer organization. Much responsibility will fall upon the board treasurer and others.

Agree. In this context, I read 'spreadsheet' to be a just an indicator meaning 'simple'. I do think a glorified spreadsheet is all we will need, but that is just my opinion.

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So why can't we assume it would be done in a normal fashion, adhering to sound accountancy practices? They do differ from place to place too, but a receipt in return for cash payment is pretty standard, I think.

Sounds like you both are volunteering to help write the proceedures! Make a proposal.

Yesterday I was very close to doing just that, but I suspect google will help us with some perfectly adequate samples "out there".

Yes I know that some of this is dependent upon other decisions first, but some of it we can start on now - for example understanding what financial questions we are going to want to track and report to the membership.

Well, for starters we'll want to track everything and possibly report on some things. Reporting on what monies were spent on what is easy once you've set up a procedure with cost-centres. However, I'm sure we are getting ahead of ourselves here - aren't we still waiting for this: http://en.opensuse.org/openSUSE:Foundation to be completed, or is the above as good as it gets? The purpose seems fairly well described, even if a bit long. A couple of important questions: - have "we" determined that a foundation is the right legal vessel for our purposes? (I've deliberately put "we" in quotes as I'm not sure who does this deciding - the current board?). - have we determined the jurisdiction for this organisation? This is possibly critical as the board (or some of it) of the organisation might wel have to reside physically in the country where it is established. - will/should we be seeking to be charitable/not-for-profit ? (for tax reasons). The alternative to a foundation is an association, quite a bit easier to establish (in Switzerland) and subject to a lot less red tape. (in Switzerland). My understanding of a foundation is that it is usually established _with_ funds and a purpose, whereas an association need not have any funds. -- Per Jessen, Zürich (0.8°C) -- To unsubscribe, e-mail: opensuse-foundation+unsubscribe@opensuse.org For additional commands, e-mail: opensuse-foundation+help@opensuse.org