[Discussion] Consortium Bylaws Draft Available!

[Matt Jonkman]

Hey Tom, good comments, thanks for taking the time. apologize for the
reply delay. I sent your email and some of the other questions over to
our lawyers to make sure we were going the right direction. I've
plagiarized some of their responses to help explain, as I couldn't do it
more accurately than they. We are going to make some changes to the
bylaws and get them back out for comment.

More inline:

Tomas L. Byrnes wrote:
> Personally, I would be unwilling, and in general, unable, due to other
> licensing requirements and the needs of private investors, to surrender
> copyright and/or patent rights on any intellectual property
> contribution.
> 
> Most of us have other businesses that will be using the IP we would like
> to contribute to the efforts of OISF, and need to have those businesses
> able to use what we create independent of OISF.
> 
> What makes more sense is that the committers give OISF a worldwide,
> unrestricted, sublicensable and assignable license to their IP, provided
> it remains within the construct of OISF.

Our lawyers recommended we do this but we got lost in the discussion and
didn't express that clearly. (the idea that the contributor would retain
copyright as well) We're getting that portion re-worded and will get
that out to the community asap.


> 
> An example of what the current regime seems to allow is that some patent
> troll could get a hold of OISF, stop doing any real work, and just use
> it as a licensing house.

A quote from our lawyers:

<quote>

"OISF is a 501(c)(3) nonprofit. It will be obligated to promote its
nonprofit purpose. It's actually a fairly safe proposition to entrust a
free software nonprofit with the copyrights - it is restricted by law to
only undertake activities that promote and support free software. Any
elected directors will have a duty of loyalty, duty of care and a
fiduciary obligation to the organization and its nonprofit mission. The
worst that could happen is probably that interest in the organization
would dwindle and become inactive - the software would remain freely
licensed, though, and held in the public interest (there are also
rules about how nonprofits can dispose of their assets so they couldn't
just let a proprietary software company take control of them)."

</quote>

Well put I think, and reassures me about the safety of entrusting the
foundation. Does that make sense and/or reduce your concerns?


> 
> One other thing we don't want to happen is for Some Big Company to come
> along and take over OISF, take our IP, close it off, and profit for very
> little cash from all our efforts. 

<lawyer quote>

Since nonprofits have no shareholders, they cannot be bought by big
companies. 501(c)(3)s cannot be used to benefit private individuals or
businesses.

</lawyer quote>

And I believe the rules about how a non-profit can dispose of it's
assets (they have to go to charitable use, can't be sold for profit as I
understand) cover us there as well.

Comments?

We're working up a new draft to cover the first point on copyright
assignment and will get that out asap!

Matt


-- 
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Matthew Jonkman
Emerging Threats
Phone 765-429-0398
Fax 312-264-0205
http://www.emergingthreats.net
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PGP: http://www.jonkmans.com/mattjonkman.asc