Thread: New Canadian nonprofit for trademark, postgresql.org domain, etc.

Hackers, Community members:

As some of you already know, several important community assets are held
in the personal name of Marc Fournier for historical reasons.  These
assets include several DNS domains (including postgresql.org), our SSL
key, and a Canadian trademark, and possibly a server as well in the future.

For years, we have had the issue that if anything happened to Marc,
getting control of these assets could be difficult and cause us weeks of
wasted time, and perhaps even result in www.postgresql.org being offline
for days or weeks.  Even to date, we've had issues where problems have
happened while Marc was away and been unable to resolve them quickly.

We have, however, come up with a potential plan to change this.  Marc
has agreed to transfer the community assets to a new Canadian nonprofit
which we set up for the purpose.  The PostgreSQL Core Team supports this
solution, and as such I've been talking to Canadian attorneys about
setting up the NPO (we need an entity in Canada because of the
trademark).  The Funds Group has approved spending SPI money to pay for
legal and operational fees for the corporation.

Of course, a Canadian nonprofit could also act as a regional
fundraiser/funder for events in Canada if anyone gets motivated to carry
this out.

For simplicity, the new NPO would initially be run by a small appointed
board, initially consisting of Marc Fournier, Dave Page, Chris Browne
and myself.  We'd have a first board meeting after incorporation and
select additional/alternate board members at that time.

If someone gets motivated to build up Canadian community activity, the
membership of the NPO could be expanded in the future, and new board
members could be elected.  Otherwise, the nonprofit could run under a
stewardship board indefinitely.

At this point, I am talking to attorneys about incorporation and bylaws.
 So now is a very good time for anyone in the community to voice
questions, objections, ideas, concerns, or alternatives, now would be a
good time to present them.

--
Josh Berkus
PostgreSQL Experts Inc.
http://pgexperts.com

Josh,

This would imply improvement in the terms of the U.S. embargo on Cuba.

What would be real beneficial to all regional communities.

--
Saludos,
Gilberto Castillo
Edificio Beijing. Miramar Trade Center. Etecsa.
Miramar, La Habana.Cuba.
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On Fri, May 6, 2011 at 3:01 PM, Gilberto Castillo Martínez
<gilberto.castillo@etecsa.cu> wrote:
> Josh,
>
> This would imply improvement in the terms of the U.S. embargo on Cuba.
>
> What would be real beneficial to all regional communities.

I wouldn't get overly optimistic about that - the purpose of this is a
bit less "sweeping" than you may be thinking.

The trademarks and domain names that exist are already, today, held in
Canada, so this isn't a "move of everything to Canada."

If the corporation became *really active* in extra senses (e.g. -
handling donations, operating events), that would add some Canadian
activity that doesn't exist today, but it's not clear that it would
necessarily get "really active" that way.

And it is quite possible that such activity would be pretty
Canada-specific, as the legalities of doing things in foreign
countries are always discouragingly complicated.

Adding regional activity is typically a good thing, but trying to
cross borders is always a complicating factor, even under ideal
circumstances.
--
When confronted by a difficult problem, solve it by reducing it to the
question, "How would the Lone Ranger handle this?"

Christopher Browne <cbbrowne@gmail.com> writes:
> On Fri, May 6, 2011 at 3:01 PM, Gilberto Castillo Mart�nez
> <gilberto.castillo@etecsa.cu> wrote:
>> This would imply improvement in the terms of the U.S. embargo on Cuba.

> I wouldn't get overly optimistic about that - the purpose of this is a
> bit less "sweeping" than you may be thinking.

> The trademarks and domain names that exist are already, today, held in
> Canada, so this isn't a "move of everything to Canada."

Yes.  The proposed change would have no effect whatsoever on the legal
situation of anyone who's subject to export control laws.

To my mind, there's precisely one reason for setting this up as a
Canadian non-profit rather than anything else; namely that one of the
assets Marc is offering to donate is the Canadian trademark on
"PostgreSQL", and we need a Canadian entity to own that.

(FWIW, I doubt that that trademark has any great value in itself.
But as long as it exists and is held in community hands, that will
make it much harder for someone hostile to register the name elsewhere
and then use it against the community.  I wouldn't be surprised to find
the USPTO clueless enough to allow, say, Oracle to trademark the name
--- except that a trademark name search would turn up the Canadian mark,
and that would at least get them to ask some questions first.)

            regards, tom lane

2011/5/6 Josh Berkus <josh@agliodbs.com>:
> Hackers, Community members:
>
> As some of you already know, several important community assets are held
> in the personal name of Marc Fournier for historical reasons.  These
> assets include several DNS domains (including postgresql.org), our SSL
> key, and a Canadian trademark, and possibly a server as well in the future.
>
> For years, we have had the issue that if anything happened to Marc,
> getting control of these assets could be difficult and cause us weeks of
> wasted time, and perhaps even result in www.postgresql.org being offline
> for days or weeks.  Even to date, we've had issues where problems have
> happened while Marc was away and been unable to resolve them quickly.
>
> We have, however, come up with a potential plan to change this.  Marc
> has agreed to transfer the community assets to a new Canadian nonprofit
> which we set up for the purpose.  The PostgreSQL Core Team supports this
> solution, and as such I've been talking to Canadian attorneys about
> setting up the NPO (we need an entity in Canada because of the
> trademark).  The Funds Group has approved spending SPI money to pay for
> legal and operational fees for the corporation.
>
> Of course, a Canadian nonprofit could also act as a regional
> fundraiser/funder for events in Canada if anyone gets motivated to carry
> this out.
>
> For simplicity, the new NPO would initially be run by a small appointed
> board, initially consisting of Marc Fournier, Dave Page, Chris Browne
> and myself.  We'd have a first board meeting after incorporation and
> select additional/alternate board members at that time.
>
> If someone gets motivated to build up Canadian community activity, the
> membership of the NPO could be expanded in the future, and new board
> members could be elected.  Otherwise, the nonprofit could run under a
> stewardship board indefinitely.

I think it might be better if the association don't need (or have )
activity other than 'technical' and to set up another nonprofit
association for real activity.


>
> At this point, I am talking to attorneys about incorporation and bylaws.
>  So now is a very good time for anyone in the community to voice
> questions, objections, ideas, concerns, or alternatives, now would be a
> good time to present them.

no.
it is a good idea and great you handle that.
Thank you.

>
> --
> Josh Berkus
> PostgreSQL Experts Inc.
> http://pgexperts.com
>
> --
> Sent via pgsql-advocacy mailing list (pgsql-advocacy@postgresql.org)
> To make changes to your subscription:
> http://www.postgresql.org/mailpref/pgsql-advocacy
>



--
Cédric Villemain               2ndQuadrant
http://2ndQuadrant.fr/     PostgreSQL : Expertise, Formation et Support

Excerpts from Josh Berkus's message of vie may 06 15:41:02 -0300 2011:

> We have, however, come up with a potential plan to change this.  Marc
> has agreed to transfer the community assets to a new Canadian nonprofit
> which we set up for the purpose.  The PostgreSQL Core Team supports this
> solution, and as such I've been talking to Canadian attorneys about
> setting up the NPO (we need an entity in Canada because of the
> trademark).  The Funds Group has approved spending SPI money to pay for
> legal and operational fees for the corporation.

Excellent news.

--
Álvaro Herrera <alvherre@commandprompt.com>
The PostgreSQL Company - Command Prompt, Inc.
PostgreSQL Replication, Consulting, Custom Development, 24x7 support

On fre, 2011-05-06 at 21:53 +0200, Cédric Villemain wrote:
> > If someone gets motivated to build up Canadian community activity,
> the
> > membership of the NPO could be expanded in the future, and new board
> > members could be elected.  Otherwise, the nonprofit could run under
> a
> > stewardship board indefinitely.
>
> I think it might be better if the association don't need (or have )
> activity other than 'technical' and to set up another nonprofit
> association for real activity.

I was going to raise the same argument.

If the corporation gets involved in general fun around PostgreSQL,
similar to what other non-profits around the world are doing, it will
expose itself to the possibility of legal challenges, bookkeeping,
financial audits, perhaps even forced foreclosure if the books or
paperwork get out of order.  All of this is theoretical, but then again,
the whole premise of the discussion is the theoretical possibility that
something could happen to the current owner.

If instead you limit yourselves to holding and maintaining the mentioned
assets, the board meets once a year to approve last year's minutes, file
the paperwork, and go home, you can't do much wrong.

I quite agree with Peter's comments.  Keeping this corporation as simple to manage as possible is a considerably valuable feature.  If we find we need an "activity corporation," it won't be all that difficult to found that, and it's worth noting that *that* organization would need to have a substantially different board managing it.

Not totally Idle thought: it would be nice if the "holding corporation" doesn't need a bank account, as they impose burdens of fees (not huge, but not providing us notable value), and more importantly, impose administrative burdens.  Our banks like to impose holds on accounts any time they are left inactive for ~six months, which is definitely a pain.  It's a pain for my local LUG, which normally has financial activity only about once a year.

Chris,

> Not totally Idle thought: it would be nice if the "holding
> corporation" doesn't need a bank account, as they impose burdens of
> fees (not huge, but not providing us notable value), and more
> importantly, impose administrative burdens. Our banks like to impose
> holds on accounts any time they are left inactive for ~six months,
> which is definitely a pain. It's a pain for my local LUG, which
> normally has financial activity only about once a year.

I'm glad you're on the board of the new NPO.  I wouldn't have known that ... US Banks are different, they *like*
inactivity.

Anyway, something to discuss at the first board meeting of the new NPO.

--
Josh Berkus
PostgreSQL Experts Inc.
http://pgexperts.com
San Francisco

Hi there,

Le 07/05/2011 02:55, Alvaro Herrera a écrit :
> Excerpts from Josh Berkus's message of vie may 06 15:41:02 -0300 2011:
>
>> We have, however, come up with a potential plan to change this.  Marc
>> has agreed to transfer the community assets to a new Canadian nonprofit
>> which we set up for the purpose.  The PostgreSQL Core Team supports this
>> solution, and as such I've been talking to Canadian attorneys about
>> setting up the NPO (we need an entity in Canada because of the
>> trademark).  The Funds Group has approved spending SPI money to pay for
>> legal and operational fees for the corporation.
>
> Excellent news.

+1

I did the same with postgresqlfr.org domain some years ago. When
PostgreSQLFr non-profit was stable enough, I transfered anything to it.

And that's really better to have such things owned by a group than a
single person, for all the reasons Josh described.

So, thanks a lot to all of you for handling this that way.

Cheers,

--
Jean-Paul Argudo

On Fri, May 6, 2011 at 2:41 PM, Josh Berkus <josh@agliodbs.com> wrote:
> We have, however, come up with a potential plan to change this.  Marc
> has agreed to transfer the community assets to a new Canadian nonprofit
> which we set up for the purpose.  The PostgreSQL Core Team supports this
> solution, and as such I've been talking to Canadian attorneys about
> setting up the NPO (we need an entity in Canada because of the
> trademark).  The Funds Group has approved spending SPI money to pay for
> legal and operational fees for the corporation.

Nice!

--
Robert Haas
EnterpriseDB: http://www.enterprisedb.com
The Enterprise PostgreSQL Company

On 05/06/2011 03:30 PM, Christopher Browne wrote:
> If the corporation became *really active* in extra senses (e.g. -
> handling donations, operating events), that would add some Canadian
> activity that doesn't exist today, but it's not clear that it would
> necessarily get "really active" that way.

I'd be just as happy if it didn't. It's much more attractive as an
entity that does almost nothing.

cheers

andrew