QEP 31: QGIS Legal Entity

[NathanW2]

QGIS Enhancement 31: QGIS Legal Entity

Date 2015/7/07
Author Tim Sutton
Contact tim@kartoza.com
Last Edited 2015/7/07
Status Final Draft
Version N/A

Summary

Proposal for the establishment of QGIS.ORG as a non-profit legal entity. This
document represents discussions held at the QGIS Hackfest in Nødebo, Denmark
in May 2015.

Proposed Change

Definitions

• QGIS User Group - A formal regional or national chapter, with its own web
  site. To be considered a user group, there should be a minimum of 10 members
  and be approved by the board as an official user group.
• QGIS User Community - Any active participant of the QGIS community
  including committers, patch providers, translators, document maintainers,
  advice givers, stack exchange contributors, etc.
• OSGEO - the umbrella organisation for FOSS GIS projects to which QGIS is a member.

Why establish a legal entity?

QGIS has matured from a small ‘hobby project’ started in 2002 by Gary Sherman
into a large, complex and professional project used by many thousands of people
in their personal and professional capacity all around the world. In this
transition, we have had to grow and mature not only in our code base and
technical implementation, but also in terms of our project governance and
management. Up until now, QGIS has been structured as a grassroots community
headed up by a project steering committee. There is no legal entity behind the
project and typically individual members have acted as a proxy for the project
for things like domain name registration, trademark acquisition, sign off of
agreements with donors and sponsors and so on. The lack of a legal entity has
also limited our ability to be more ambitious in our funding aspirations - for
example our ability to apply for grant funding.

What do we propose?

We propose the following:

• To establish a Swiss ‘Verein’ (association) as a non-profit entity known as ‘QGIS.ORG’.
• We will draw up a Charter using the Swiss QGIS User group as a model
• QGIS.ORG will consist of two tiers of membership:
  • ‘the board’
  • ‘voting members’

Composition, appointment and role of voting members

The voting members shall be appointed according to the following scheme:

• User Group Voting Members: One voting member per QGIS user group. Each
  user group will nominate who their voting member shall be. If a group does not
  nominate any voting member, that vote will be excluded until such time that
  they do.
• OSGeo Voting Member: One voting member representing the OSGeo foundation. We
  wish to reaffirm our commitment as a member of the umbrella OSGeo organisation
  and foster good collaboration between QGIS.ORG and OSGEO.ORG.
• Community Voting Members: For each user group voting member, there will be one
  voting community member elected. The intent here is to let the general community
  have equal representation to the user group voting membership within the total
  voting membership.

Voting memberships will be valid until either:

• The voting member resigns
• There is a motion and passed vote to remove the member

Election and eligibility of user group voting members

• In order to be recognised, a user group must be approved by the PSC, showing
  their foundation document and agreeing to abide by the guidelines defined for
  user groups.
• A user group may be a ‘combined activity’ group - for example a regional OSGEO
  user group can also register as an official QGIS user group too.
• A user group should be a minimum of 10 users

Election and eligibility of community voting members

Community voting members will be nominated and voted for by the established core
committers. The number of nominations for voted members should exceed the number
of available voter places by at least one. Any active QGIS community member will
be eligible for nomination as a QGIS.ORG voting member.

Composition of the Board

• Rotating chair: The board members will vote at every third annual general
  meeting to appoint or continue the existing appointment of the chair. Thus the
  chair shall be appointed for a minimum of three years at a time.
• Honorary member: Gary Sherman will retain a lifetime honorary seat on the
  board.
• PSC: The PSC will transform into the board of QGIS.ORG
• SWISS Member: There will be at least one Swiss board member in order to fulfil the
  requirements of the Verein legal entity.

Board remuneration: Board members would take no pay for their services.

Functions of the QGIS.ORG legal entity

The QGIS.ORG legal entity will serve the following functions:

• Hold an annual meeting where the annual budget will be presented for approval by voting members.
• Act as the holder of all trademarks etc. registered for QGIS
• Act as the holder for QGIS.org domain name
• Be able to sign contracts with external organisations on behalf of QGIS
• QGIS.ORG will not act as a consulting house. For example it will not pursue
  clients, provide deliverable services other than the distribution of funds to
  the QGIS project needed in order to carry out our activities.
• QGIS.ORG will apply for grants and other types of funding sources which can be
  disbursed to pay for developer meetings, sponsor QGIS developers, and other
  community members as needed to support the aims of the project.
• QGIS.ORG will sign any legal agreements as needed.

Documentation

This QEP serves as the documentation for the legal structure, along with the
Verein (legal entity) statutes, a draft of which is available for viewing
.. _here: https://docs.google.com/a/qgis.org/document/d/1FcChHYgoI4FlURrZRYBjD8kB6IBW_BaG0Ieg8TDT0pM/edit?usp=sharing
(this link allows public commenting but not editing).

This document and the linked document above will be migrated to the QGIS
Governance documentation in modified form. and will be migrated to the project
governance documentation.

Voting History

This QEP has been approved - see the loomio vote:

https://www.loomio.org/d/wyUpS942/motion-to-form-a-legal-entity