X.Org joining SPI FAQ

[Egbert Eich]

Hi Members!

Peter Hutterer has put together the reasons and rationale behind 
the Board's move to join SPI. This is based on previous discussions 
people had on the X.Org Foundation Members mailing list.

You can find this on the Wiki as well at:
http://www.x.org/wiki/BoardOfDirectors/Elections/BoardOfDirectors/Elections/2015BylawFAQ/
the page will be updated as needed.

...and please don't forget: 
         The Nomination period for this year's BoD Election is still OPEN!

Cheers,
	Egbert.

Hi all,

This is a summary of things regarding SPI merger that we (the X.Org 
Board) are pursuing. Links with further information are provided, please 
peruse them.

http://spi-inc.org/

X.Org is an Incorp Delaware Non-Stock. X.Org currently has a 501(c)3 tax
status in the US, with a board of 8 directors. What the board and the
Foundation can do is outlined by our bylaws and limited by our status as
501c3.

http://www.x.org/wiki/BoardOfDirectors/
http://www.x.org/wiki/BylawReview/ProposedBylawsRevised20061029.pdf
http://www.irs.gov/Charities-&-Non-Profits/Charitable-Organizations/Exemption-Requirements-Section-501%28c%29%283%29-Organizations
http://en.wikipedia.org/wiki/501%28c%29_organization#501.28c.29.283.29

Most notable, the board does NOT control the technical direction. It 
supports the development through sponsoring of conferences and developer 
programs like GSoC, EVoC, OPW (now Outreachy) etc.

The 501c3 status makes donations tax-deductible in the US. In exchange 
we have some limits on what we can spend our money on. Conferences and 
equipment are fine but things like contract work can be problematic. The 
board has stayed on the safe side, expenses over the last years were 
almost exclusively conference and related to developer-programs.

http://www.irs.gov/pub/irs-pdf/p4221pf.pdf
http://spi-inc.org/projects/associated-project-howto/

Summary: the X.Org Foundation is a US non-profit organization that can 
take tax-deductible donations and is limited in what the money can be 
spent on.

Maintaining the 501c3 status requires a number of regular things, e.g. 
filing taxes (even if there is no income). We have not collected 
donations for a number of years, certainly since becoming a 501c3. 
Collecting donations from individual requires infrastructure that we 
don't currently have (online secure payment systems for example). These 
rules have caused the Foundation to almost lose the status, even though 
it was averted and backdated so we have officially continuously 
maintained the 501c3.

Being an independent 501c3 has non-monetary costs that we struggle to 
meet. The rules and regulations change and can be tricky to follow. That 
half the current board is not resident in the US doesn't help.

SPI is an umbrella organisation (and a 501c3 itself) that takes over 
services for it's associated projects. It legally holds the funds and 
assets for the project and disperses payments as requested. It provides 
legal help when needed. The board looked at the SFLC and the Apache 
Foundation, SPI was the one that was deemed the best fit of the three.

Dissolving the X.Org Foundation as independent 501c3 and joining SPI 
offloads legal and accounting work to SPI but maintains the workings of 
the X.Org Foundation in all other means. "SPI does not own, govern or 
control the associated projects." For example: SPI is the umbrella for 
Debian, few would argue that this dissolved Debian as a self-governed 
project. The Foundation was already a 501c3, the limitations on what 
money may be spent on are thus identical. And SPI grants the freedom to 
leave at any time.

http://www.spi-inc.org/projects/relationship/

Summary: Maintaining the 501c3 status is complex, that workload can be 
moved to SPI by joining. X.Org remains an independent project. Funds and 
assets will need to be transferred but can be regained if the Foundation 
leaves SPI.

* From a member's POV the most substantial change is that money is 
dispersed by the SPI treasurer instead of the X.Org treasurer. The board 
has decided to keep the treasurer position as a gatekeeper, i.e. to tell 
SPI which requests to honour.
Separate accounting will be made for X.Org, ie there will be a separate 
bank account or at least regular reports of the balance of X.Org's cash.

* From the board's POV the most substantial change is that legal and 
financial matters are handled by SPI without the worry of independently 
keeping up with and meeting changes in laws and reglations.

* From the public's POV the most substantial change is that money may be 
donated to X.Org through SPI's donation page. SPI keeps 5% of the 
donation to pay for overhead costs. As a side-effect we also get a share of
those donations that go to the general SPI fund (rather than directed at one
specific project).

http://www.spi-inc.org/donations/
http://www.spi-inc.org/projects/associated-project-howto/

The Foundation has been formally invited to join SPI. Since this would 
dissolve the 501c3 status and thus require a change in the bylaws, a 
member vote is required. The vote must meet a two-thirds majority to pass.

Note that the revised bylaws have been extended to not only include the 
X window system but also Mesa, DRM and Wayland. These projects have been 
effectively supported by the Foundation anyway, this change makes it 
more official. The by-laws will be sent out as a separate message.

SPI itself is a 501c3 as well, transferring assets between two 501c3s is
fairly straightforward and as mentioned has no effect on how we can spend
the money. Based on previous conversations with the SFLC we trust them to
handle or help handle the logistics of dismantling our 501c3 status.

Hope that answers most of the questions and provides a clearer picture. If
you have any questions left, please let us know.

Cheers,
   Peter