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On 7/13/2015 2:13 PM, Andrew Sutherland wrote:<br>
<blockquote cite="mid:55A42A09.6070107@asutherland.org" type="cite">NB:
I am quoting from one of your replies to the offshore countries
threads below but the conversation is relevant to this thread and
you explicitly didn't want to go further off-thread in that
thread:
<br>
<br>
On 07/13/2015 04:45 PM, R Kent James wrote:
<br>
<blockquote type="cite">As for you specific questions, my
understanding Mozilla would be very open to transferring
Thunderbird to another US 501c3 organization, and the hints I
have gotten is that they would even prefer that. Any other kind
of organization is very problematic. It is currently my duty to
try to understand what is in the best interest of Thunderbird
stakeholders so that we can ask for the correct thing. We are
stuck between a rock and a hard place, with the laws making it
hard for us to be anything but a 501c3, while at the same time
making it all but impossible to actually be a 501c3.
<br>
</blockquote>
<br>
The Mozilla Foundation (non-profit) owns the Mozilla Corporation
(for-profit) pairing, and previously, Mozilla Foundation
(non-profit) owns Mozilla Messaging (for-profit) seem to address
the various problems in a useful fashion.
<br>
<br>
Which I suppose raises the issue of whether something similar is
possible. I worry that it's not practical given the overhead/cost
of such a structuring unless some larger organization like the
Software Conservancy decided that was the way forward to deal with
potential IRS issues.
<br>
<br>
Specifically, the strawman would be:
<br>
- Thunderbird notionally moves to the 501c3 Software Conservancy.
<br>
- The Mozilla Foundation moves the trademark to the 501c3 Software
Conservancy.
<br>
- A wholly-owned for-profit or co-op is instantiated under the
501c3 Software Conservancy that can accept non-deductible
donations. This need not be a Thunderbird specific entity.
<br>
</blockquote>
That is clearly one possibility. As I have said before, I really
like the Software Conservancy people, and we would benefit from
association with them. Hopefully I will have a chance to sit down
with them in Portland, and try out some of these possibilities.<br>
<br>
(As an aside, I had a long chat this morning on #thunderbird with a
user who wanted to find ways to avoid paying anything to that
rent-seeking thing called "ExQuilla". Currently Thunderbird has no
budget to do things like send the Chair to Portland to talk about
funding possibilities, so that rent-seeking ExQuilla is paying for
this travel.)<br>
<br>
<blockquote cite="mid:55A42A09.6070107@asutherland.org" type="cite">
<br>
The problems I think this attempts to address are:
<br>
- Thunderbird is effectively a distraction for both the Mozilla
Foundation and the Mozilla Corporation so any approach that
involves active ongoing effort by either of those entities is
going to be a problem.
<br>
</blockquote>
<br>
Exactly.<br>
<br>
<blockquote cite="mid:55A42A09.6070107@asutherland.org" type="cite">-
As you say, the Mozilla Foundation is unlikely to be able to
transfer the trademark to anyone but a 501c3.
<br>
</blockquote>
<br>
This is difficult but not impossible for a 501c3 that is determined
to make it happen. Whether Mozilla Foundation is willing to make
that effort is another matter. That is why I am collecting as much
information as I can on the issues, so that we can have an
intelligent discussion about the options.<br>
<br>
Software Conservancy <a
href="https://sfconservancy.org/news/2012/mar/06/jQuery-Foundation/">went
through this process</a> for JQuery, where they decided to
transition from a 501c3 to a 501c6. If we were to decide that 1) We
need to transfer trademark assets outside of MoFo, and 2) ultimately
we need to be something other than a 501c3 so that we can offer
incentives to donors, then asking someone like Software Conservancy
to be a temporary intermediary is one possibility. But to be fair to
them, if that is our intention, then I want to be upfront about that
with them. Not sure they would want that job either.<br>
<br>
Also note that SeaMonkey has registered a German entity to receive
funds, but trademarks are not transferred as I understand it. One
possibility is for the trademarks to stay with Mozilla, but for
Mozilla to sign a long-term agreement with our new entity allowing
us to manage the product within the expectations of Mozilla.<br>
<br>
<blockquote cite="mid:55A42A09.6070107@asutherland.org" type="cite">-
It's potentially less shady-seeming.
<br>
- In the event the Thunderbird-maintaining venture is not
successful, people would be happy that any money they gave to it
would presumably be re-absorbed by the 501c3 umbrella and used for
other open source goodness.
<br>
</blockquote>
<br>
I would hope that a coop structure would accomplish the same thing.<br>
<br>
<blockquote cite="mid:55A42A09.6070107@asutherland.org" type="cite">
<br>
The major problem would be that it seems like any 501c3's that
exist wouldn't want to get involved in a dual-structure approach
unless they were actively concerned about the IRS re-classifying
them or auditing them or other stuff. Not to mention that there
could be real financial costs and obligations to the non-501c3
child entity.
<br>
</blockquote>
<br>
Exactly.<br>
<br>
And just to be clear, the pure 501c3 approach is still on the table,
affiliating with someone like Software Conservancy and agreeing to
the restrictions. We would have to forego any expection of offering
incentives to donors, and we might find that other avenues of
raising income through business affiliations would be considered too
risky by our 501c3 parent. Repeating my previous scaling from
LibreOffice, think $150,000 per year. (To put this in perspective,
the bandwidth costs using the AWS CDN network to update
approximately 25,000,000 users using a full 40 MB update are around
$35,000. We might find ourselves limiting updates only because we
cannot afford the bandwidth. $150,000 is a small amount of income
for a business with our scale.).<br>
<br>
:rkent<br>
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