RE: RE: Status of the foundation?

Hi Patrick,

A "general" GmbH costs around 25.000Euros in Germany.

But there is also the possibility of founding a "Mini GmbH".

That exists also as "gemeinnützig" (charity in English). Founding costs are 1Euro.

Here is an example article: https://fzf.de/ug-haftungsbeschraenkt-gmbh-ggmbh/

If we achieve a capital about 25.000Euros, the Mini GmbH will be transferrred to a gGmbH then.

The study foundation, where I reveived the money from during my Bachelor studies was also a gGmbH (gemeinnützige GmbH).

Best regards,

Sarah

Gesendet: Freitag, 09. August 2024 um 14:08 Uhr
Von: "Patrick Fitzgerald" <patrickf@i-layer.com>
An: "Björn Bidar" <bjorn.bidar@thaodan.de>
Cc: "project@lists.opensuse.org" <project@lists.opensuse.org>
Betreff: RE: Status of the foundation?

-----Original message-----
From: Björn Bidar <bjorn.bidar@thaodan.de>
Sent: Friday 9th August 2024 0:07
To: Patrick Fitzgerald <patrickf@i-layer.com>
Cc: project@lists.opensuse.org
Subject: Re: Status of the foundation?

Patrick Fitzgerald <patrickf@i-layer.com> writes:

> Hi Attila,
>
> As a result of questions asked elsewhere (and here), I have further
> information in relation to the questions you have raised here.
>
> Firstly: I do not have more than 75% of the voting rights as suggested
> below. That was the case /at the time/ of forming the not-for-profit
> foundation, as someone has to do it - take a look at the "Filing
> history" tab at [1],  there you can see that the link that you
> provided is dated 14 February 2023.

Was it already decided where this entity would be based? Other's such as
for example KDE have a German e.V. entity.

After I prepared a feasibility report for the board, I decided to just the create the foundation in the UK, as it could be done there with little up front cost.

I determined that it would better to have something now rather continued discussions about potential names, locations, memberships and so on.

As a result, we now have a Not for Profit Corporation, (soon to become Registered UK Charity), banking, insurance, and accounting functions. We are working on how to provide infrastructure, on a global basis, with some of the largest providers in the world. We have been sponsors at numerous events.

Money, which was previously held* because there was no where for it to go - (who wants to donate money to a public company? * ) is now in the in the hands of the Geeko Foundation.

SUSE are channelling their Travel Support directly to us, and we are receiving donations on a weekly, sometimes a daily basis, directly from the events we attend (FOSDEM alone raised about €1000), from the geekos.org website, and from the sponsorship links in the Welcome app.

But back to your point - my sources said that it would have required €25000 in front up capital, plus legal costs, to establish the appropriate organisation in Germany. In the UK it was about £100.00.

The location should not be an issue (though we planning on creating a 501(c)3 in the US and similar somewhere in the EU), simply because focusing on location will lead you to recreate the same infra in every country... making it all unmanageable.

* From memory, every t-shirt that was sold "earned" openSUSE €5.00. But it was kept in the distributors account because "openSUSE" was just a name - with no bank account. Those funds were the first to arrive.

>
> At the same time, /articles of association/ where adopted, in which
> the rules that the govern the organisation are defined.
> Following that date two more trustees were appointed. All of us have
> to abide by the articles of association, by law. You can view the
> entire articles of association on the last link of the filing history
> link above.
>
> The three community members have devoted a great deal of time to set
> up a foundation with the sole purpose of benefiting the entire
> community. We have been open every step of the way and continue to be
> so. We welcome all comments and constructive feedback so that we may
> shape a foundation that works for everyone. If any additional
> clarification is wanted or required, we are here for the entire
> community.
>
> We are happy to set up a call to address any questions that the
> community may have. In the meantime, we remain at the community's
> disposal and can be reached on Telegram at https://t.me/geekos_org
> anytime.
>
> Also, FWIW, it doesn't have to be called the Geeko Foundation - the
> domain name was available so I grabbed it!

Personally I would prefer if the foundation could keep/take the openSUSE
name since IMHO better if the issues between openSUSE and SUSE get
resolved.

That would be nice, but in my opinion, with assistance (ie, marketing) from SUSE it might be better to have a different name, whilst keeping the "product names". Two things that I have noticed in every openSUSE booth that I have attended in the last two years are:

"Oh yes! SUSE! Wow, you know, I used to use that in my early days..." (but not more, and they move on)
"openSUSE? What's that... is it related to SUSE?" (This triggers a discussion of what the differences are, not what the offering actually is, and then they move on.)

There is clearly confusion out there in the world about what the differences are.

openSUSE was and is a springboard to SUSE as SLE from my point of view,
the relation or base is there but they targeted to different audiences.

100% agreed. Perhaps Leap could be "Leap, donated by SUSE" for example. (or "powered by"?)

However another name would fit given the relation of the origin of SUSE
and thus openSUSE would be to name the foundation after Konrad Zuse, a
German computer pioneer. But after thinking a bit even thou from
openSUSE to openZUSE sounds kinda funny it is not that good.

I'm pretty sure that that would violate some trademarks as well... ;)

Loosing the SUSE name in openSUSE would be a major recognition factor
loss, from a German/EU point of view that is.

As above re Leap. It doesn't have to be that way, it isn't like SUSE would be abandoning the community.

> Best regards - Patrick
>
> [1]
> https://find-and-update.company-information.service.gov.uk/company/14662457
>
> On 08/07/2024 03:50, Attila Pinter wrote:
>> Hi,
>>
>> I found that the talk Shawn linked[1] to didn't address many of my
>> questions. Since I couldn't attend the conference, I'm raising them
>> here. Please note that these questions are not criticisms of the
>> foundation or any of its trustees. They are simply checks and
>> balances inquiries, as I couldn't find information addressing these
>> concerns. While talk is cheap, written communication provides
>> clarity ;)
>>
>> Firstly, has the foundation established an agreement with the Board
>> to act as a financial vehicle for the project? Is there a Memorandum
>> of Understanding (MoU) that the Board members or the Chairman have
>> signed, confirming that the Geekos Foundation can and should fulfill
>> this role?
>>
>> The foundation has been active for over a year, yet we haven't seen
>> much information from the Board recognizing the Geekos Foundation as
>> the official foundation of the project. Why is that? If the
>> foundation is indeed recognized as the official foundation for the
>> project, this should be communicated clearly by the Board.
>>
>> Additionally, where can we find the annual reports of the
>> foundation? Even if the foundation hasn't managed any funds since it
>> was established, a report should still be released, as I believe -
>> but could be wrong - this is required by law.
>>
>> Is there a document that clearly defines the roles and boundaries of
>> the foundation? For example, can it fund development requested by a
>> sponsor, or can it cease funding projects similarly? Who decides
>> where the funds go? Are these voted upon by the trustees?
>>
>> Lastly, I noticed that Patrick holds 75% of the voting power[2] in the foundation. Is there a reason for this, whether legal or otherwise?
>>
>> --
>> Br,
>> A.
>>
>> 1:https://media.ccc.de/v/4091-everything-you-wanted-to-know-about-geekos-but-didn-t-think-to-ask
>> 2:https://find-and-update.company-information.service.gov.uk/company/14662457/persons-with-significant-control