MWStake incorporation: Difference between revisions

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Ideally each member of MWStake should have the action item of writing a brief 500 words (or long if desired) statement of what they would like to see/gain from collaboration in MWStake.Β  It would be helpful of these brief statements address both Mission and Membership, which are both relevant to the selection of the type of incorporation or other organizational form.
This page documents the project for mwstake incorporation.Β  Members of mwstake decided to incorporate with the two main goals being:
# Bank account for events (EMWCon, etc.)
# Accept grants from the WMF as a non-profit


Add a header with your name and incorporation ideas. Some [[MWStake incorporation#Questions to consider|questions to consider]] are listed at the bottom.
==FOSS Governance Collection==
The Foundations group ([https://www.freedesktop.org/wiki/ freedesktop.org]) provided a collection of governance documents from free/open source software (FOSS) projects.
* [https://www.zotero.org/groups/2310183/foss_governance/library Collection]
* [https://fossgovernance.org/ Collection website]
* [https://gitlab.com/fossgovernance/fossgovernance GitLab repository]
* [https://fossgovernance.org/2020/09/21/getting-started-with-the-foss-governance-collection Getting started with the FOSS Governance Collection]
* [https://anonymoushash.vmbrasseur.com/2020/09/21/announcing-the-foss-governance-collection Announcing the FOSS Governance Collection]


==To Do==
# Follow [https://meta.wikimedia.org/wiki/Grants:Processing/Rapid/New/Group instructions] to process the grant {{tick}}
# Determine [[MWStake incorporation/Non-profit type|which non-profit type]] to register as (501(c)(6) was the result) {{tick}}
# Work with lawyer to begin incorporation process {{tick}}
# Finalize the [[Bylaws]] {{tick}}
# Describe [[MWStake incorporation/Activities and Operational Information|Activities and Operational Information]] for IRS 1024 Application {{tick}}
# Open a corporate [[MWStake incorporation/bank account|bank account]] and make sure it [https://meta.wikimedia.org/wiki/Grants:Processing/Rapid/New/Organization follows WMF rules] which are similar to the rules for Rapid Grants {{tick}}
# [https://meta.wikimedia.org/wiki/Grants:Project/Rapid/Report Reporting] on the outcome (what worked well, what didn't work well, and what you would do differently next time, etc.).Β  Some [https://meta.wikimedia.org/wiki/Grants:Project/Rapid/Plan/SampleReport sample reports] are available.


==Frank Taylor==
==History==
The questions of mission and membership will influence our choice of a form of incorporation or another manner of organization for the MediaWiki Stakeholders (MWStake). Our discussions so far have revealed that the participants have diverse viewpoints on both questions.
The following are the major milestones to date:
# '''02 August 2018''' - Collected [[{{PAGENAME}}/Individual statements|individual statements]] from MWStake members on what role they felt MWStake should have once incorporated
# '''15 August 2018''' - [https://meta.wikimedia.org/wiki/Grants:Project/Rapid/MW-SG/Legal_fees_for_MediaWiki_Stakeholders%27_Group_incorporation_as_a_non-profit Rapid Grant Proposal] was submitted
# '''15 November 2018''' - The rapid grant was approved and moved to funded
# '''18 December 2018''' - [[{{PAGENAME}}/Board meeting|Board meeting]]
# '''21 November 2019''' - [[Event:97|Board meeting]]
# '''20 January 2020''' - [[Event:100|Board meeting]]


My viewpoint on the question of mission is that we should focus on the needs of third-party users.Β  One of my priorities would be the compilation and publication of best practices.Β  This focus will complement other priorities such as the management of extensions, the eradication of bugs, the coordination of events, and the certification of consultants.
==Board rolls and structure==
{| class="wikitable sortable"
|-
! Name !! Role
|-
| Bernhard Krabina || Member
|-
| Bryan Hilderbrand || Secretary
|-
| Cindy Cicalese || Member
|-
| Eric-Jan van Kakerken || Member
|-
| Evita Hollis || Treasurer
|-
| Lex Sulzer || Member
|-
| Mark Hershberger || President
|-
| Markus Glaser || Member
|}


We might include in the bylaws the possibility of expanding the mission of MWStake at some point to include a list of β€œtrusted providers” or a rotation of β€œon-call” consultants to handle inquiries for providers who are temporarily unavailable.Β  MWStake will need time to formulate processes to manage these functions, however, so we probably should postpone a decision until a later time.


With regard to the question of membership, my suggestion is that we should include in the bylaws the possibility of at least two classes of members such as β€œusers” and β€œdevelopers” or a similar division of categories.Β  This bifurcation of membership is relevant to points such as voting rights or privileges, the payment of dues, certification programs, and inclusion among the β€œtrusted providers” or β€œon-call” consultants.
===Board member applicant request email===
The following proposed email will be sent out to mailing lists ([https://lists.wikimedia.org/mailman/listinfo/mediawiki-enterprise Enterprise MediaWiki], [https://sourceforge.net/p/semediawiki/mailman/semediawiki-user/ SMW Users], [https://lists.wikimedia.org/mailman/listinfo/mediawiki-l MediaWiki-l]) in the attempt to fill and open Board Member position.


The choices for the form of organization include a nonprofit corporation within the meaning of section 501(c)(3) or section 501(c)(6) of the Internal Revenue Code (IRC) as well as the possibility of a benefit corporation or certification as a B Corp.Β  Our discussions have included a number of points:
<pre>
* Whether MWStake will generate revenue or perhaps even a profit (my understanding is that nonprofit status does not prevent the generation of revenue)
Hi everyone,
* The importance of adopting a form of organization that is compatible with the activities of the Wikimedia Foundation and related groups
* The advantages of organizing in a manner that enables MWStake to perform a role distinct from those of other MediaWiki groups


I think that we can develop a consensus on the organization of MWStake as a nonprofit corporation under section 501(c)(6) of the IRC.Β  We will need to tailor the mission and membership accordingly and adopt measures for sufficient governance, oversight, and transparency, but I think that this form of organization will best accommodate our diverse priorities and viewpoints. Β 
The MediaWiki Stakeholders' Group (MWStake) [1][2] is a MediaWiki user group consisting of MediaWiki developers, system administrators, consultants, and hosting providers who cooperate in order to improve the software and advocate the needs of MediaWiki users outside the Wikimedia Foundation (WMF) and its projects.


We have recently incorporated as a 501(c)(6), non-profit organization and are looking to fill an open Board Member position. In this position, you will take part in bootstrapping the formal organisation and have a voice in the overall strategy of the group. We expect a workload of one hour per week, including online meetings every three months.


==Greg Rundlett==
If you are interested, please send an email to admin@mwstake.org. If you would like to learn more, feel free to join our next meeting (February 7th) [3] or chat on Riot [4].
This essay is both my original ideas, plus a reflection upon the "[https://www.mediawiki.org/wiki/MediaWiki_Stakeholders%27_Group/Mission Mission Statement]" of the MW Stakeholders Group. Refer to [https://etherpad.wikimedia.org/p/mwstake-2018-06 notes from last meeting]


I see MWStake as a collaborative effort by consultants, and their customers.Β  Those are the people with a stake. I suppose you could include individual users of MediaWiki software (I setup a wiki that I use to jot down my memoirs and gardening tips, and recipes) if those users collectively feel that they don't have adequate voice in the MediaWiki community. But let's look first at the businesses who's product or service depends on MediaWiki software.


Some companies literally have MediaWiki at the heart of their business technology platform. They have a business need for content that must be indexed, easily edited, or classified etc. and have chosen to use MediaWiki over custom software or off-the-shelf CMS etc.
Thank you,
Mark Hershberger
President, MWStake


Some companies use MediaWiki as part of their tech stack, in a 'traditional' role: usually for documentation (especially for software documentation - but it could be for any process documentation or general documentation) and knowledge sharing. These companies have chosen MediaWiki over competing documentation or knowledge platforms because of it's flexibility, familiarity, ease of use and the ability to 'control' and own your content.
[1] https://www.mediawiki.org/wiki/MediaWiki_Stakeholders%27_Group
[2] https://mwstake.org/mwstake/wiki/Main_Page
[3] https://mwstake.org/mwstake/wiki/Event:99
[4] https://riot.im/app/#/room/#mwstake-general:matrix.org
</pre>


Regardless of the type of company, and their use of MediaWiki, they are a stakeholder in the development and feature set of the platform. They need to know what's coming, and plan accordingly. They need long-term support.
==Costs==
{| class="wikitable"
|-
! Cost !! Description !! Notes
|-
| $125 || File Articles of Incorporation || rowspan="4" | Part of [[:File:Smoker Gard Invoice 1.pdf|Invoice #1]] (total = $380)
|-
| $85 || Publish Legal advertisement (newspaper)
|-
| $85 || Publish Legal advertisement (legal journal)
|-
| $85 || Corporate minutes book
|-
| $600 || Non-profit filing fee || [[:File:Cover.pdf|Check sent]] to Smoker Gard made out to US Treasury
|-
| $1,430 || [[:File:Smoker Gard Invoice 2.pdf|Invoice #2]] || Final invoice
|-
|- style="border-top-style: double;"
! $2,410 || colspan="2" style="text-align:left;" | Total
|}


The consultants who offer MediaWiki upgrades, installations, training, support, hosting and other services are obvious stakeholders in the software.
==Subpages==
{{Special:PrefixIndex/{{FULLPAGENAME}}/}}


I think these constituents need a way to communicate with each other. A way to find each other.


==Files==
* EIN: <code>83-2787346</code>
* [[:File:EIN Application and Confirmation.pdf|EIN Application and Confirmation]]
* [[:File:Pennsylvania Dep. of State Bureau of Corps and Charitable Orgs..pdf|Pennsylvania Department of State Bureau of Corporations and Charitable Organizations]]
* [[:File:Smoker Gard Engagement Letter.pdf|Smoker Gard Engagement Letter]]
* [[:File:Smoker Gard Invoice 1.pdf|Smoker Gard Invoice #1]]
* [[:File:Business Resolution Authorization.pdf|Business Resolution Authorization]]
* [[:File:Signed Form 2848.pdf|Form 2848 to tell the IRS that Smoker Gard is our rep]]
* [[:File:Signed Form 1024.pdf|Form 1024 -- Application for Recognition of Exemption Under Section 501(a)]]
* [[:File:Cover.pdf|Copy of cover letter sent to IRS with the Form 1024]]
* [[:File:Smoker Gard Invoice 2.pdf|Smoker Gard Invoice #2]]
* [[:File:IRS Acknowledgement of Non-profit application.pdf|IRS Acknowledgement of Non-profit application]]
* [[:File:IRS Confirmation of non-profit status.pdf|IRS Confirmation of non-profit status]] (Related information about tax responsibilities as a non-profit β€” [https://www.irs.gov/pub/irs-pdf/p4221nc.pdf 4221-NC])
* [[:File:Form 990-N notice.pdf|Reminder from IRS to file Form 990-N]]


==Lex Sulzer==
==Links==
'''Phase 1'''
* https://www.501c3.org/nonprofits-board-directors-board/
# MWStake's mission shall be to support its members in their strategic and daily work to satisfy their customers' requirements.
* https://www.501c3.org/avoiding-conflicts-of-interest/
# MWStake's membership shall stay coherent, efficient and effective.
* https://www.missionbox.com/article/68/board-officers-and-committees-what-structure-works-best
# MWStake shall dogfeed on its dedication to structured information and structure its addressed aspects e.g. in accordance with [https://smw-cindykate.com/main/File:Enterprise_Knowledge_Management_Roles_Use_Cases_and_Tools_Methodologies.png Enterprise Knowledge Management Roles Use Cases and Tools Methodologies]
# Membership could cost e.g. $100.-/year/vote.
# The money shall be allocated solely to code development projects.
# Potential code development projects are to be sent in to the moderator including user stories to be implemented.
# At monthly MWStake meetings the moderator moderates a discussion on current code development projects addressing corresponding user story priorities and estimated cost.
# Fundable code development projects get voted on.
# Fundable code development projects that get at least 50% of all entitled votes get authorization.
# Authorized code development projects get a single product owner and at least one developer (must not be the same people).
# The single product owner gets remunerated with the equivalent of 3h of development work.
# The developer gets remunerated in accordance with the cost estimation agreed to.
Β 
==Questions to consider==
# What is the best format for this conversation?
#* Open discussion on MWStake Incorporation (posted in the open)
#* Email conversation (shouldn't post this in the open)
#** Reply to all
#** Reply to me and I'll consolidate the content
#* Restricted Google Doc (shouldn't post this in the open)
#* Other?
# What are the Goals/Mission of an incorporated MWStake?
#* Promote MediaWiki for 3rd party use and not engage in regular business for profit
#* Coordination and planning of conferences
#* Funding development work for extensions related to 3rd party use, changes to core for 3rd party use, documentation, marketing, and other related activities that are critical to 3rd party use but neglected by the WMF
#* Vetting of consultants/developers to provide a Angie's List (general idea, without any negative connotations)
#* Funding of a bug bounty system
#* Voice for 3rd party users to the WMF for support of their needs (not breaking 3rd party functionality with updates, core improvements for 3rd party needs, etc.)
#* For profit company, handles customers directly
#* For profit company, collects a referral fee when passing work to consultants/developers
#* For profit company, donates percentage of proceeds to the WMF
#* Others?
#* Richard Heigl [https://www.mediawiki.org/wiki/MediaWiki_Stakeholders%27_Group/Mission created an outline], do you agree
#* Some [https://docs.google.com/document/d/1lPT3D2gv3OeSQY8srCn9NYzyEt4KEURMy4lyZ62SvNk notes on incorporation] based off a meeting with me (Bryan), my wife (CPA), Frank, and Mark (it's a protected document, but Mark is the owner and everyone on this email should have access.Β  There is also a link to a draft Bylaws that Frank started, he is the owner and you may need to ask for access)
# How do members join
#* Open to anyone
#** Enroll with form
#** Enroll by adding name "signing" a list (for example on a wiki)
#** Enroll through participation
#* After approval
#** Enroll with application
#* See Markus' [https://etherpad.wikimedia.org/p/mwstake-2018-06 notes on Etherpad]
#* Other?
# Where would the money come from for the MWStake corporation?
#* Dues
#* Ticket sales (conferences)
#* Grants (mainly the WMF)
#* Grants (other)
#* Customers (direct)
#* Customers (referral fee, etc.)
#* Other
# How would MWStake's money be used?
#* Solely as a bank account for logistics of MediaWiki (SMW, EMW, etc.) conferences
#* Bug bounty
#* Marketing
#* Creation of "missing" functionality for 3rd party use
#* Improving documentation
#* Maintaining existing extensions/functionality
#* Donations to the WMF
#* Other?

Latest revision as of 18:34, 25 January 2023

This page documents the project for mwstake incorporation. Members of mwstake decided to incorporate with the two main goals being:

  1. Bank account for events (EMWCon, etc.)
  2. Accept grants from the WMF as a non-profit

FOSS Governance Collection

The Foundations group (freedesktop.org) provided a collection of governance documents from free/open source software (FOSS) projects.

To Do

  1. Follow instructions to process the grant β˜‘Y
  2. Determine which non-profit type to register as (501(c)(6) was the result) β˜‘Y
  3. Work with lawyer to begin incorporation process β˜‘Y
  4. Finalize the Bylaws β˜‘Y
  5. Describe Activities and Operational Information for IRS 1024 Application β˜‘Y
  6. Open a corporate bank account and make sure it follows WMF rules which are similar to the rules for Rapid Grants β˜‘Y
  7. Reporting on the outcome (what worked well, what didn't work well, and what you would do differently next time, etc.). Some sample reports are available.

History

The following are the major milestones to date:

  1. 02 August 2018 - Collected individual statements from MWStake members on what role they felt MWStake should have once incorporated
  2. 15 August 2018 - Rapid Grant Proposal was submitted
  3. 15 November 2018 - The rapid grant was approved and moved to funded
  4. 18 December 2018 - Board meeting
  5. 21 November 2019 - Board meeting
  6. 20 January 2020 - Board meeting

Board rolls and structure

Name Role
Bernhard Krabina Member
Bryan Hilderbrand Secretary
Cindy Cicalese Member
Eric-Jan van Kakerken Member
Evita Hollis Treasurer
Lex Sulzer Member
Mark Hershberger President
Markus Glaser Member


Board member applicant request email

The following proposed email will be sent out to mailing lists (Enterprise MediaWiki, SMW Users, MediaWiki-l) in the attempt to fill and open Board Member position. 

Hi everyone,

The MediaWiki Stakeholders' Group (MWStake) [1][2] is a MediaWiki user group consisting of MediaWiki developers, system administrators, consultants, and hosting providers who cooperate in order to improve the software and advocate the needs of MediaWiki users outside the Wikimedia Foundation (WMF) and its projects.

We have recently incorporated as a 501(c)(6), non-profit organization and are looking to fill an open Board Member position. In this position, you will take part in bootstrapping the formal organisation and have a voice in the overall strategy of the group. We expect a workload of one hour per week, including online meetings every three months.

If you are interested, please send an email to admin@mwstake.org. If you would like to learn more, feel free to join our next meeting (February 7th) [3] or chat on Riot [4].


Thank you,
Mark Hershberger
President, MWStake

[1] https://www.mediawiki.org/wiki/MediaWiki_Stakeholders%27_Group
[2] https://mwstake.org/mwstake/wiki/Main_Page
[3] https://mwstake.org/mwstake/wiki/Event:99
[4] https://riot.im/app/#/room/#mwstake-general:matrix.org

Costs

Cost Description Notes
$125 File Articles of Incorporation Part of Invoice #1 (total = $380)
$85 Publish Legal advertisement (newspaper)
$85 Publish Legal advertisement (legal journal)
$85 Corporate minutes book
$600 Non-profit filing fee Check sent to Smoker Gard made out to US Treasury
$1,430 Invoice #2 Final invoice
$2,410 Total

Subpages


Files

Links

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