Oversight Board/Meeting Log Addendum-2011-12-02

Post meeting discussion

walterbender: bkuhn, keynote2k: please let me know how I can help further re the TM issue

Icarito-d234: if it will make it clearer, we're trying to avoid to replicate the governance and oversight structures locally

walterbender: or if you need more info from SL

walterbender: Icarito-d234: but the governance and oversight you need for your contract are vastly different than the structure at the SFC

Icarito-d234: walterbender: we don't need these for the contract!

Icarito-d234: walterbender: we need them because they are useful

Icarito-d234: it's useful to have oversight

Icarito-d234: a process

kaametza: walterbender: congrats for getting re-elected1

walterbender: kaametza: thanks...

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walterbender: Icarito-d234: but SFC is seemingly not in the position to provide that oversight

Icarito-d234: oversight is the role of SLOBs

Icarito-d234: SFC would provide fiscal sponsorship

Icarito-d234: we would like to operate as Sugar Labs

Icarito-d234: a Sugar Labs team

walterbender: Icarito-d234: we are going around in circles... you just said: we don't need these for the contract!

Icarito-d234: this way we don't have to worry about locally replicating governance

Icarito-d234: yes its not a contract requirement to work directly with Sugar Labs

kaametza: walter, we need to provide income to the communiy

walterbender: Icarito-d234: you are a group of individuals who want to do a contract... or so I understand

Icarito-d234: walterbender: of sugar labs members

kaametza: how we do it, is the main challenge

cjl: kaametza: Income is a tricky issue for a non-profit.

walterbender: kaametza: how does the SFC help you with that goal?

kaametza: cjl: it's not tricky at all

walterbender: kaametza: it seems to me SFC hinders you

walterbender: because it is constained

walterbender: ^constrained

kaametza: as a non profit you can provide sevices

Icarito-d234: we're willing to abide by the constraints to avoid having to replicate structures which is more overhead

walterbender: kaametza: that is not the issue. it is the oversight question and one of logisitcs: they (SFC) has no presence outside of the US, so they cannot not move quickly for these types of issues

kaametza: walter, I understand the SFC agreement is supposed to enable SL to get in contractual relationships

walterbender: kaametza: I think Tony was pretty clear on that topic

walterbender: kaametza, Icarito-d234 but you are still not answering the question... what services and why?

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kaametza: we'll have to read again

Icarito-d234: walterbender: we're working on documentation too: *Mission*

Icarito-d234: To measure and improve the user experience of learners from Puno-Region by localizing, distributing and supporting software based on their needs and conditions.

walterbender: kaametza: the SFC and hence SL has a very narrow formal agenda... SL community members have many diverse agendas

Icarito-d234: *Main Objective*

Icarito-d234: Field Testing + User Support + Product Development

Icarito-d234: all of these processes feed into each other

Icarito-d234: walterbender: as long as our agendas align in SFC and SL missions, it would be fine, as I understand it

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Icarito-d234: *align with

walterbender: Icarito-d234: you are mixing apples and oranges.

kaametza: I personally believe SL should include sustainability in the agenda

walterbender: there is the TM issue, for which the jury is still out, and there is the contract issue

Icarito-d234: it is true its not volunteers who work on sugar

Icarito-d234: not really

cjl: Icarito-d234: Can you explain that?

Icarito-d234: walterbender: we've read the TM policy and that's fine for us too

Icarito-d234: cjl: sugar environment is developed by professional developers under contract for third parties

kaametza: we will support Sugar learners in the Puno region

walterbender: Icarito-d234: but those developers are not SL employees

kaametza: we will get paid

kaametza:

cjl: But that work is donated t oSugar Labs on a voluntary basis

Icarito-d234: walterbender: exactly but characterizing them as volunteers is not accurate either

walterbender: Icarito-d234: you are putting words in my mouth

kaametza: so we just needto figure out the securest way

Icarito-d234: so it is in the best interest of Sugar Labs to have people working and earning their living by developing, supporting and extending sugar

cjl: Icarito-d234: No one is disputing that

Icarito-d234: i'm just stressing kaametza's point that SL should be concerned about sustainability

walterbender: Icarito-d234: sure... but it is not at all clear that SFC as a contract agent is the answer

Icarito-d234: walterbender: so we're open to other options

walterbender: Icarito-d234: as Bradley pointed out, the typical model is for individuals and third-parties to do contract work

walterbender: which everyone supports as a model

cjl: But note that (for example) Activity Central is an independent organization that takes on it's own legal liabilities.

walterbender: so the community members can sustain themselves

walterbender: so is OLPCA

Icarito-d234: we believe it would be in the best interest of SL to be involved in the deployment process

walterbender: and so are other organizations that contribute to SL: ceibal, paraguay educa...

walterbender: Icarito-d234: we are involved in deployments all over the world

walterbender: but through 3rd party contracts

Icarito-d234: walterbender: none of these organizations have SL's interests and transparency policies

Icarito-d234: and this is hindering the user's experience with Sugar

walterbender: perhaps

walterbender: so why not set up a model of how to do it correctly?

Icarito-d234: at least from a R&D point of view, SL should be involved in deployments

walterbender: Icarito-d234: you keep implying that we are not...

Icarito-d234: walterbender: SL is a model to do it correctly

Icarito-d234: why replicate efforts?

walterbender: Icarito-d234: but that model has constraints due to the relationship with the SFC

cjl: Icarito-d234: SL has limitations on what it can and cannot do that third parties do not have.

Icarito-d234: walterbender: so let's work with those constraints which are under negotiation

walterbender: Icarito-d234: if, for example, you want SL oversight, then invite SL members to be on your board

walterbender: but it seems like an uphill battle to avoid "replicating efforts"

kaametza: we ensamble a team that is already working

walterbender: kaametza: great

kaametza: yes i know

kaametza: we also have a customer

kaametza: great too, right?

walterbender: kaametza: you "know" what?

Icarito-d234: walterbender: we don't have a board and would like to avoid having to have one

kaametza: that it's great

kaametza: :o)

kaametza: we'll procure sustainablity for the team

walterbender: Icarito-d234: I think you need to come up with the list of what you *do* want and what you *don't* want so we can discuss it with the SFC

kaametza: sorry, sebastian had to take care of mariana [our baby]

kaametza: we'll be back in a sec

bkuhn: Ok, I went idle for a while there. I read the backlog up until now. I don't have much to add that walterbender and cjl haven't already said, and I need to move on to other action items for other Conservancy projects for the rest of the day. So I'm going to /part now.

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cjl: Does EscueLab Puno have a formal status, are they a company, are they a Peruvian established NGO (within applicable local law)?

kaametza: cjl: they are getting soon

keynote2k: I'm also going to take off. walterbender: we'll reach out to local labs to learn about how they're structured.

keynote2k: Have a great weekend all.

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kaametza: keynote2k; thanks, you too

walterbender: ciao tony

kaametza: thank y

cjl: kaametza: Part of what I am trying to understand is that if EscueLab Puno is being created, why does there need to be another contract involved. Why can't the individual Sugar Labs members participate in EscueLab Puno bringing their expertise wit hSugar?

satellit_: note that I am an unpaid volunteer for sugarlabs. Retired and glad to help....

walterbender: satellit_: we are all unpaid volunteers for Sugar Labsand glad you are among our numbers

walterbender: needs to leave soon...

satellit_: : ) we do exist

kaametza: cjl: it can be done directly, we're just trying to stablish a model for teams sustainability

walterbender: Icarito-d234, kaametza: can you please take a stab at my to do ^^?

kaametza: Sugar Labs Teams I mean

walterbender: and we can discuss it next time?

walterbender: kaametza: I appreciate the concern for sustainability, but I am not sure you are attacking the right place in the problem space.

kaametza: sorr walter, don't understand " take

kaametza: a stab a my to do

kaametza: "

walterbender: kaametza: please come up with the list of what you *do* want and what you *don't* want so we can discuss it with the SFC

kaametza: I sent an email yesterday to SLOB's

cjl: kaametza: I think that part of the challenge that OLPC has faced was an attempt to maintain centrality. I think that sustainability for deployments necessarily involves independent operations tha appropriate Sugar and OLCP for their own goals.

walterbender: kaametza: it is not clear to me the advantage of sustaining a Sugar Labs team vs the individuals on the team

walterbender: kaametza: we talked ad nausium about your question and have questions for you

kaametza: cjl: that's why theescuelab puno figure is been formed

kaametza: cjl: still, there is a need for legal representation to the providor of the software support

kaametza: in this case the "Puno Pilot Deployment Team"

kaametza: a Sugar Lbs Team

kaametza: so, regional gobenement contracts wih escuelab puno a set of services

kaametza: then escuelab puno contrats technical support with Sugar Labs

Icarito-d234: yes escuelab puno will deal with more than just software support

kaametza: it's very organic

Icarito-d234: they will provide training for instance

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cjl: kaametza: It is perfectly fine for a group of Sugar Labs members together in free association to collaborate, it is another matter for them to enter contractual obligations on behalf of SL.

cjl: It if fine for them to gather for commercial purposes as well, but not under the "Sugar Labs" banner.

kaametza: cjl: why not/

kaametza: ?

walterbender: kaametza: for the reasons that bradley and tony said in the meeting

cjl: In spite of your contention that income is easy for non-profits, it is not. This is one of the reasons tha OLPC cannot get into the business of sellign individual units.

cjl: Providing services under contract is a "commercial activity" under applicable US law. Non-profits have to tread very carefully with commercial activity and hopw an dwhere the money flows.

kaametza: cjl: it's a diferent problem, I'm talkng about the accountablity of "professional services"

Icarito-d234: yes that is what the mission is about, not for profit

kaametza: it's doable

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Icarito-d234: the service is in the public good

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kaametza: since it is in line with the main reason for the non-profit: free software distribution

cjl: kaametza: If you wanted to do it for free, it would be no problem, but you want to get paid to do it. This brings in other considerations about permissable activities for 501(c)3 entities under US tax code.

kaametza: I have read the documentation

walterbender: kaametza, Icarito-d234 : I think we need to let Tony answer these questions... it is ultimately about how the SFC interprets the law...

cjl: Yes I can say that the work doene benefits the community and the mission, but if the money flows t oan individual, that is a commercial activity.

kaametza: and in my unerstanding it is doable, still I made the public questions to slob's so thy could adress them to the SFC

cjl: kaametza: I think walter is saying that they are not quite specific enough. Lawyers do not answer "general questions".

walterbender: kaametza, Icarito-d234: so again, I suggest that you please come up with the list of what you *do* want and what you *don't* want so we can discuss it with the SFC

kaametza: cjl: we are trying to stablish a procedure to get a sustainability model for active sugar members

cjl: lawters need to see very detailed information, in an ideal world, a draft of a contract, or at least an outline of the entitiesd involved, their legal statuses and the proposed arrangements.

walterbender: kaametza: yes. so you have said... but the details are missing

cjl: kaametza: You keep on wsaying that and that is a good thing, but the devil is in the details

cjl: sustainability is not a magic wand you can wave t omake legal issues go away because you mean well. The structures and arrangements must be detailed enouigh for a lawyer to offer suggested changes in the language.

kaametza: walterbender: we needed the answers to the questions presented in order to evaluate how do we need to documentate the details

walterbender: kaametza: you got an answer: no.

cjl: Services contracts are (in general) painful. I have entered into many on behalf of my employers in the past and they are routinely quite a hassle to get past lawyers/contracting agents.

kaametza: procedures and documentation

walterbender: kaametza: but you also got an opening: if you can be concrete about a specific request

walterbender: needs to go. back later

kaametza walterbender: would preffer a formal anwer from the SFC

kaametza thank you all [great talking to you chris] we have to go now

cjl kaametza: You need t oask a specific question to get a formal answer from a lawyer.

Icarito-d234 thank you all

cjl I really want to help you guys find the right structure to be able to obtain financial support.

cjl No one is against people being paid for their services, it is a question of via what entities it is possible for tha tto happen.

jt4sugar kaametza: Set up as non-profit, charge for services, pay your employees, reinvest in yourselves, any excess gets donated to SL and SFC do all the paperwork that qualifies as Non-profit. If you act as non-profit you will need a Board. So when money flows in it's what you do with it that makes you Non-profit-i.e. no investors. Write up point by point issues or questions for SFC send to SLOBs list and SFC directly should get answ

jt4sugar you need

satellit_ how does dfarning structure his? would that be a model?

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Icarito-d234 we'll work on this some more

Icarito-d234 jt4sugar: we are a non profit, we are called Sugar Labs, and we have a board, SLOBs - we don't want to do all that again

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jt4sugar Icarito-d234: But SL seems not ready to do the contract themselves so you will need a separate non-profit to do the deal(this new structure can become the sustainable structure your striving for), will help you in future and will allow agileness you will need to act locally and regionally.

cjl Icarito-d234: Unfortunately activities in different jurisdictions may require legal advice from someone qualified (e.g. admitted to the bar or licensed) within that jurisdiction. It may not be possible for the US based SFC t oprovide adequate counsel on contracts under Peruvian law.

cjl It also may be tha the nature of the activity (a services provision contract) does not fall within the scope of the services tha tSFC provides for member projects.

cjl It is a good thought to try to leverage existintg arrangements to the extent possible, but it is not an insult if those existing structures are not adequate for the scope of what you envision. Disappointing perhaps, but do not take that as a lack of support for the ideas.

jt4sugar Icarito-d234: A way to think of this is you would be starting the "Franchise Model"-Self sustainable Local labs generating revenue with excess revenue going to SL and SFC. A much needed model so the work you do will have far reaching benefits for everyone involved. A relationship with Business School/Law School at Local University might help tremendously in this area for ongoing sustainability .

Icarito-d234 jt4sugar: this is the local labs model which has not worked very well

Icarito-d234 jt4sugar: because its overhead

Icarito-d234 few people, lots of institutions

Icarito-d234 for instance 3 members of Puno Deployment Project are SLOBs

cjl But AFAIK only one gets any money for Sugar work and that is via Activity Central

cjl Icarito-d234: Can you follow up with Irma on quz files that were sent by Amos Batto? I will reach out to aym team by e-mail again, but we need to get people back to work on L10n.

Icarito-d234 cjl: yes we would like to improve that situation (only one getting paid)

Icarito-d234 cjl: will follow up with irma

cjl Icarito-d234: Another point that I think SomosAzucar might want to address that is less complex than fees fo rservices) are simple directed donations.

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Icarito-d234 cjl: kaametza and I were just talking about that topic (directed donations)

cjl For example, can SomosAzucar set up a page like http://wiki.sugarlabs.org/go/Donate wit hany donations being directed via SFC to SomosAzucar or can it be set up seprate fo SFC.

cjl That is a straght-forwqrd and direct qu3estion and if answered in a good way can at least provide a mechanism for supporting Somos Azucar activities (although disbursements might need to be accounted for carefully as being made in support of permitted activities).

Icarito-d234 cjl: earmarked donations have been discused previously by slobs and are generally accepted but not implemented, ie. process and details

jt4sugar Icarito-d234: Understand. This is my opinion-In short term I don't see SL and SFC having capability-money/resources to get you the structure you need to get deal, therefore if this is a short term issue then the structure will need to be supplied by you. I am thinking of something like minded possibly here in Michigan USA and realize if I am to do it II will need to set up Non-profit-and that's a big decision

cjl For instance, US 501)c)3 cannot make political contributions. . .

cjl But they can pay for travel, reimburse for incidentals, etc.

Icarito-d234 jt4sugar: we shouldn't have to go thru the burden if SL/SFC already did it for us

cjl Having an acceptable mechanism by which directed donations could be solicited would be a good start. Not an answer to the sub-contracting issue

jt4sugar Icarito-d234: I here your point but I think what SL is saying is they don't do direct contracts, which in this case is what your asking. They do contracts through third parties which would be the entity you would set up

cjl Icarito-d234: Unfortunately, non-profits generally don't get paid for providing services. It is typicaly that non-profits give away services.

Icarito-d234 cjl: no problem there - tipically non-profits are funded too

Icarito-d234 have budgets

cjl They accept donations to be able to pay the overhead of providing those services. Non-profits may even hire people to provide those services.

Icarito-d234 exactly

Icarito-d234 that's what we're proposing to design the process and document

Icarito-d234 within sugar labs

cjl Icarito-d234: But SL has no employees and has made the arrangements wit hSFC in large part to avoid having to hire emplyesst odo things like file for non-profit status, etc.

Icarito-d234 cjl: we don't need employees or payroll but to hire on a project-by-project basis

Icarito-d234 cjl: its kind if what we do with GSOC

cjl What you are requesting is that undertake specific activities and make payments to individuals to perform those activities.

jt4sugar Icarito-d234: I think you can document and set up process in Sugar Labs it's just that SL isn't set up to do direct contract. It's the direct contract that requires you to set up the separate entity.

cjl GSOC is not paid by SL, in fact SL gets money from GSOC.

Icarito-d234 cjl people get hired on a project basis (in gsoc case, paid by google)

Icarito-d234 Escuelab Puno is not google

Icarito-d234

Icarito-d234 cjl: the complexity is this

Icarito-d234 we would like to replicate the puno experience

Icarito-d234 we would have to create a new entity everywhere we work

Icarito-d234 we don't live in Puno

cjl I would not create an entity with a regional restriction.

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Icarito-d234 cjl: SL is an entity without a regional restriction

Icarito-d234 Peru has 25 regions

cjl Icarito-d234: SL is an entity tha is restricted in the types of activities it can undertake.

Icarito-d234 yes the big question is if our activities fall under what SL considers to be the activities it wants to undertake

jt4sugar Icarito-d234: Flip this around for a second. Let's say you were in Sugar Labs. Who signs the deals? If money comes to SL meaning SFC How do you and others get paid? Who would do all the paperwork so you get paid. Understand if the deal was with SL money would come to SFC before it got back to you.

Icarito-d234 it is not sustainable to create an institution in every region

cjl Ceibal volunteer org is nationwide

cjl Same with OLE Nepal

cjl Maybe exploring how OLE does things would be worth understanding.

Icarito-d234 cjl: we consider our interest to be Southamerica

cjl Ther eare OLE's in various places

cjl Look at the OLE requirements for a new OLE http://ole.org/apply/

cjl You will see they do not do things from a central point either, they have strong decentralization.

Icarito-d234 OLE is interesting to us - it also failed in Bolivia so far

jt4sugar Icarito-d234: Yes the activities your taking do fall under what SL wants but there is no one really at SL that gets paid to actually undertake the work you describe and to be effective there would need to be. Until SL did major fundraising and put these capabilities in place the 3rd party and local lab route seem to be only model to achieve deal in short run, I wish I could give you a different answer that allowed you to estab

jt4sugar things quickly!!

Icarito-d234 yes the reality is that we need this deal to be closed soon so we could use SL

Icarito-d234 *so we thought we could use SL

jt4sugar Icarito-d234: I think this all boils down to direct contract and money flow. SL and SFC from what I heard don't do the direct contract thing. This seems to be key question for them to clarify for you. That answer will then show you what path forward is necessary

cjl Icarito-d234: Unfortunately OLE Bolivia is pretty much a one man show AFAICT. I know and like yamandu but I would not take the OLE Bolivia experience as offering much insight into the possibilities.

Icarito-d234 ok we need to move on now - we'll figure out the best option - it's a pity SL can't be involved, its an opportunity for SL

Icarito-d234 *pity IF SL can't be involved

Icarito-d234 thank you all

cjl Icarito-d234: please talk to Irma

Icarito-d234 cjl: its in the plan for Puno deployment

jt4sugar Icarito-d234: Best of luck, I know it's a tough road!! Will be in touch soon about OWL jr literacy project

Icarito-d234 cjl: what do you need from Irma? Amos's files? shouldnt we ask Amos about them?

cjl Iram wanted t oreview them, then upload them

cjl Thye have not been uploaded yet (or sent to me for upload).

Icarito-d234 ok thanks

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Icarito-d234 bye for now

cjl later

jt4sugar Have a Great weekend!