5 ms·

It seems inevitable that any Good company with great TOS with promises to never turn can be bought and changed towards evil. We've seen it time and time again.

It seems inevitable that any Good company with great TOS with promises to never turn can be bought and changed towards evil. We've seen it time and time again. It's inevitable? How can we structure these organisations from creation so that this cannot happen? freenode believed the purchaser promises. What should they have done differently?

SamWhited 5y ago
Be a worker-owned co-op from the get go so that one person can't just sell the whole thing. Or at least have a larger board be the legal representative and don't give the president or whomever the ability to sign contracts without other signoff. I don't know why or how this was possible with Freenode, but it's not hard to prevent.
- SamWhited 5y ago
  (the internet suggests they may not have had the legal authority to sell off Freenode but taking it to court to prove that would be ruinously expensive for the volunteers; I don't know if this is actually the case or not though; maybe someone can provide them some pro-bono legal services since this network is such a core piece of infrastructure for so many OSS projects?)
marcinzm 5y ago
Make it a foundation/non-profit with some form of specific charter. Some sort of actual management structure with a board and distributed power. If you want even more safety have some sort of larger voting base that can replace the board via some process.
lutoma 5y ago
It seems to me like this is a shortcoming of the English (and American) legal system, where non-profit organizations and such can only be founded as "regular" companies and then tax-exempted. This means they are still subject to all the normal procedures surrounding companies like sales, and still tend to have one or a few owners who are solely in charge of everything. By comparison, many other European countries (Germany, France, Sweden, Belgium, …) have specific types of legal entities for associations that have appropriate restrictions on what can be done with them. For example, they can generally not be sold, are required to be internally democratic with fixed statutes, usually (but not always) have open membership and an elected board. I think that would go a long way to fixing these recurrent issues. https://en.wikipedia.org/wiki/Registered_association_(Germany) https://en.wikipedia.org/wiki/Registered_association_(German... https://en.wikipedia.org/wiki/Nonprofit_organization_laws_by_jurisdiction#France https://en.wikipedia.org/wiki/Nonprofit_organization_laws_by...
- mjw1007 5y ago
  It seems freenode did at one point have a charitable parent organisation, in the UK, but it had to dissolve because it was too expensive to run. https://web.archive.org/web/20130322063238/http://blog.freenode.net/2013/03/bye-bye-pdpc/ https://web.archive.org/web/20130322063238/http://blog.freen...
- blibble 5y ago
  you can write whatever restrictions you want to apply to the company into its founding articles of association/memorandum, which are the legal documents which state what the company is allowed to do and how it is to be operated however most of the off-the-shelf Articles tend to be completely unrestricted (for obvious reasons)
- marcinzm 5y ago
  >By comparison, many other European countries (Germany, France, Sweden, Belgium, …) have specific types of legal entities for associations that have appropriate restrictions on what can be done with them. For example, they can generally not be sold, are required to be internally democratic with fixed statutes, usually (but not always) have open membership and an elected board. I think that would go a long way to fixing these recurrent issues. As I understand it you can set all those things up in an American non-profit and many do in fact have that setup. So it's not a shortcoming of the legal system but of the people who created the entity. They chose not to do those things and no one objected strongly enough.
  - lutoma 5y ago
    Fair, but one significant advantage of having a specific legal form is that the way the organization is set up is immediately apparent from the legal name. This also means that any non-profit that is not set up as such will automatically be subject to much more scrutiny. On other other hand, when I read "Signal Messenger LLC" or similar I have no way of easily knowing whether the organization is in fact set up in such a way.
  - Stranger43 5y ago
    The main difference is the cost associated with it. In order to be an non-profit organization you need an founding meeting, board elections and all of it have to be notarized and drawn up by an attorney before being validated by the state an process that takes weeks if not months where as anyone can set up an company online in about 15 minutes. For some European nations the processes are far more similar and as code civil courts can do their own fact finding you don't need to pay an notary to validate everything or have an attorney draw up a whole bunch of documentation just to found an small non-profit association.

SamWhited 5y ago

Be a worker-owned co-op from the get go so that one person can't just sell the whole thing. Or at least have a larger board be the legal representative and don't give the president or whomever the ability to sign contracts without other signoff. I don't know why or how this was possible with Freenode, but it's not hard to prevent.

SamWhited 5y ago
(the internet suggests they may not have had the legal authority to sell off Freenode but taking it to court to prove that would be ruinously expensive for the volunteers; I don't know if this is actually the case or not though; maybe someone can provide them some pro-bono legal services since this network is such a core piece of infrastructure for so many OSS projects?)

marcinzm 5y ago

Make it a foundation/non-profit with some form of specific charter. Some sort of actual management structure with a board and distributed power. If you want even more safety have some sort of larger voting base that can replace the board via some process.

lutoma 5y ago

It seems to me like this is a shortcoming of the English (and American) legal system, where non-profit organizations and such can only be founded as "regular" companies and then tax-exempted. This means they are still subject to all the normal procedures surrounding companies like sales, and still tend to have one or a few owners who are solely in charge of everything. By comparison, many other European countries (Germany, France, Sweden, Belgium, …) have specific types of legal entities for associations that have appropriate restrictions on what can be done with them. For example, they can generally not be sold, are required to be internally democratic with fixed statutes, usually (but not always) have open membership and an elected board. I think that would go a long way to fixing these recurrent issues. https://en.wikipedia.org/wiki/Registered_association_(Germany) https://en.wikipedia.org/wiki/Registered_association_(German... https://en.wikipedia.org/wiki/Nonprofit_organization_laws_by_jurisdiction#France https://en.wikipedia.org/wiki/Nonprofit_organization_laws_by...

mjw1007 5y ago
It seems freenode did at one point have a charitable parent organisation, in the UK, but it had to dissolve because it was too expensive to run. https://web.archive.org/web/20130322063238/http://blog.freenode.net/2013/03/bye-bye-pdpc/ https://web.archive.org/web/20130322063238/http://blog.freen...
blibble 5y ago
you can write whatever restrictions you want to apply to the company into its founding articles of association/memorandum, which are the legal documents which state what the company is allowed to do and how it is to be operated however most of the off-the-shelf Articles tend to be completely unrestricted (for obvious reasons)
marcinzm 5y ago
>By comparison, many other European countries (Germany, France, Sweden, Belgium, …) have specific types of legal entities for associations that have appropriate restrictions on what can be done with them. For example, they can generally not be sold, are required to be internally democratic with fixed statutes, usually (but not always) have open membership and an elected board. I think that would go a long way to fixing these recurrent issues. As I understand it you can set all those things up in an American non-profit and many do in fact have that setup. So it's not a shortcoming of the legal system but of the people who created the entity. They chose not to do those things and no one objected strongly enough.
- lutoma 5y ago
  Fair, but one significant advantage of having a specific legal form is that the way the organization is set up is immediately apparent from the legal name. This also means that any non-profit that is not set up as such will automatically be subject to much more scrutiny. On other other hand, when I read "Signal Messenger LLC" or similar I have no way of easily knowing whether the organization is in fact set up in such a way.
- Stranger43 5y ago
  The main difference is the cost associated with it. In order to be an non-profit organization you need an founding meeting, board elections and all of it have to be notarized and drawn up by an attorney before being validated by the state an process that takes weeks if not months where as anyone can set up an company online in about 15 minutes. For some European nations the processes are far more similar and as code civil courts can do their own fact finding you don't need to pay an notary to validate everything or have an attorney draw up a whole bunch of documentation just to found an small non-profit association.