I think I'm the 'owner' of the task, but from the Netherlands there's not much actual stuff I can do.

Allow me to keep the U.S.A. end of it up. ;^)

At the moment I'm trying to set up a conference call with Dan and Andrew on this topic (both of them are extremely busy, one with hanging around in court and the other with building weather stations - now that builds a lot of trust for the future of SqueakF ;-}). I'd be happy to include OP into that, because I think we'll need to go ahead just like seems to be happening with the German/European counterpart - in an XP manner: first setup a regular general purpose organization, start working, and figure out what bylaws you *really* want in a year or so when stuff is running.

A good plan! Until the bylaws are officially adopted (no hard deadline required) they are very maliable. After adoption they should provide their own change mechanism. As a slow example, one member organization took three years of Board "discussion" (and grew to ~500 members) from incorporation to adopting bylaws. It was another three years before the first amendments (minor ones.) I'm stepping out of the chair position on that Bylaws Committee.

This work is not Andrew's specialization, although he did promise to try to get one of his colleagues who is into the loop (pro bono), so someone with actual hands-on experience might help speeding things up (as far as I'm concerned, I'm still committed to Dan's self-imposed deadline of June).

Accelerator apply: brick.

Consider the following as a brick -to be used or discarded as appropriate. I make some (hopefully reasonable) assumptions below based on my understanding of the Squeak Foundations mission. Hopefully the explanations will be sufficient for non-U.S. readers. I will be gladly explain/expound as desired. (This is my break from filling out IRS Form 990 as part of a non-profits annual filing requirements. :-)

<IRS-Brick> Given that the Squeak Foundation would benefit by qualifying as a non-profit the top questions to decide before incorporation are: 1) What type of tax-exempt activity -relative to IRS (Internal Revenue Service) regulations- will the Squeak Foundation engage in? - Even though 'Foundation' appears in the name the IRS classification of being a 'private foundation' is UNdesirable. - The area to focus on is IRS Code Section 501(c)(3) for (tax-exempt) public charities. Its common and permissible to engage in more than one 501(c)(3) tax-exempt activity. So the activities it makes sense for the Squeak Foundation to limit itself to in its Articles of Incorporation are a) Charitable, b) Scientific, and or possibly c) Educational. "Charitable" is defined as "providing services beneficial to the public interest" and requires that the organization be set up to benefit an indefinite class of individuals, not particular persons. One explicitly listed IRS charitable activity is "advancement of education or science." {This all fits well with my understanding of the S.F.'s intent.} "Scientific" purposes encompass scientific research carried on in the public interest. For S.F. this basically means that the results are made available to the public; or that the purpose is aiding in the scientific education of college or university students. "Educational" purposes encompass instruction for both self-development and for the benefit of the community. The closest fit I find for explicitly listed exempt-purpose activities is "publishing public interest educational materials." - Whatever mission/purpose the S.F. determines for itself I'm confident it will qualify for non-profit recognition. Its just good to make it easy for the IRS clerks to grant that recognition by using the language they're looking for. Grant giving organizations like to see the same language too.

2) Will the S.F. have members? - This makes for a convenient way of raising funds (membership dues.) It also implies 'mass rule' where the Board of Directors is elected by the members. Realistically an elected Board -once in place- is pretty much self selecting/propagating (with some dependence on how the bylaws are structured.) Membership criteria can also limit who voting members are as a way of assuring continuity of reasonable leadership (ie. avoid the organization being hijacked.) </IRS-Brick>

Enough for now. peace, donald

Great! We're refactoring from a Chordic dialogue into U.S. legal patterns. (Note: Having been a Rainbow Family focalizer I'm all for self organizing groups of autonomous individuals. However, some times providing a well specified legal interface proves useful.)

So for now we have SqF specified as a Charitable scientific/educational non-profit with members.

A quick scan of similar organizations already identified by the SqF on the "Constitution" page of its swiki, http://swiki.squeakfoundation.org/squeakfoundation/12, reveals the Articles of Incorporation of some and the fact that at least a few chose to incorporate in the state of Delaware. Looking at others' Articles may be useful. Deciding on what state to incorporate in is definitely a list topper. (Note: A group can incorporate in almost any state regardless of where the corporation/individuals actually are.)

There are two primary reasons for forming a corporation in Delaware. 1) Within the U.S. the 'corporate veil' is strongest in Delaware. This means that Delaware state law offers the greatest protections for the officers of corporations formed there. This may be significant for Enron (no doubt a Delaware corporation for obvious reasons even though it was based in Texas.) But, the SqF will be a non-profit and thus gains added protections for directors already. So this point is not significant here as far as I know.

2) There are several companies whose business it is to set up corporations for others in Delaware. This can be a significant convenience is probably why the Apache Software Foundation, Python Software Foundation and others are Delaware corps. What these companies do is (for a fee) handle most of the paper work associated with incorporating as well as provide an ongoing non-Post Office Box mailing address in Delaware (each state has a similar requirement.) Being provided a permanent address avoids the challenge of finding someone to volunteer an address and handle any future change of address/volunteer. The ongoing fee charged by these incorporating companies usually handles some other government paperwork as well. I don't know about non-profit specific services of these companies (non-profits require more government paper work as a trade off for not paying taxes), but I was satisfied using one for a for-profit company.

As stated above, most any state will do for incorporating. The state requirements placed on non-profits vary within a rather small spectrum. The strongest case I'm aware of for selecting a state is convenience. In my case, for instance, I live with my partner in Arizona and when incorporating a non-profit we chose to do it ourselves in Arizona.

As a pretty easy alternative to using a Delaware service if there is someone in the SqF that lives in California and is willing to offer their address for use on government forms (some official government and unavoidable junk mail will wind up there) then I would recommend spending $50 on 'The California Nonprofit Corporation Kit' from Nolo Press, http://www.nolo.com/lawstore/products/product.cfm/objectID/F5B7181E-8F49-4DC.... If California doesn't work out then the Nolo 'How to Form a Nonprofit Corporation (National Edition)' book is well worth $40 or a library visit. (Disclaimer: I don't work for Nolo Press, but I am a happy customer that considers their materials the best documentation for common U.S. government interfaces.)

To follow up on one of Cees comments:

...

	"Scientific" purposes encompass scientific research

carried on in the public interest. For S.F. this basically means that the results are made available to the public; or that the purpose is aiding in the scientific education of college or university students.

That one should be added as well, I think one of the purposes of a strong SqF should be to support research based on Squeak with grants.

The financial support of other non-profits may become relevant later when dealing with the economic qualification of SqF for tax-exempt status with the IRS (U.S. Tax authority.) For now, will the SqF's primary focus be supporting other organizations that do the research, educating,... or will the SqF be doing these things and occasionally provide funding to other organizations? (Note: As a non-profit the SqF can still contract with individuals (people and corporations) to carry out aspects of its mission in addition to providing grants.)

peace, donald