[Osmf-talk] Moving the OSMF to the EU?

Edward Bainton bainton.ete at gmail.com
Sun Jul 4 08:57:11 UTC 2021


Hi Rory

Could you possibly clarify:

- what is meant by "non-profit status" here? (Is it the legal form, i.e.
company limited by guarantee; or the status of "charity" under Irish law;
or the tax treatment?)

- why would OSMF be required to have it?

Thanks

Edward

On Sat, 19 Jun 2021, 19:18 R. A. McCann (OSMF Board), <
rory.mccann at osmfoundation.org> wrote:

> I spoke to a lawyer in Ireland, and unfortunately non profit status in
> Ireland (which we want, and would be required to have), requires that the
> majority of the board reside in Ireland. The OSMF doesn't and has never,
> and probably never will, fulfil that.
>
> On Sat, 19 Jun 2021 19:58 +02:00, Juan Jose Iglesias <
> jjiglesiasg at gmail.com> wrote:
> > Move to Ireland, still in the EU and English-Language legal system
> >
> >
> >
> > *From:* Guillaume Rischard [mailto:guillaume.rischard at osmfoundation.org]
>
> > *Sent:* Saturday, June 19, 2021 1:10 PM
> > *To:* OSMF Talk <osmf-talk at openstreetmap.org>
> > *Subject:* [Osmf-talk] Moving the OSMF to the EU?
> >
> >
> >
> > Hi all,
> >
> >
> >
> > The OSMF board is considering relocating the OSMF to the EU. We haven’t
> > taken our decision yet, and would like to first consult its membership
> > for feedback, advice and whether we’ve missed anything.
> >
> >
> >
> > There is not one reason for moving, but a multitude of paper cuts, most
> > of which have been triggered or amplified by Brexit:
> >
> >
> >
> > • One important reason is keeping *sui generis* database rights
> > (
> https://www.gov.uk/guidance/sui-generis-database-rights-after-the-transition-period)
> in the EU. We still have other protections, but this is a solid one and has
> been useful in the past.
> >
> > • Banking, finance and using PayPal in the UK is becoming more and more
> > complicated and expensive.
> >
> > • We might be able to get charity status, and make our donations
> > tax-deductible. We paid about £6000 in tax in the last fiscal year, but
> > this will increase geometrically as we raise money for iD and the
> > senior reliability engineer job.
> >
> > • We would be allowed to keep our .EU domains ourselves
> >
> > • We could more effectively lobby the EU, EU governments and have more
> > of an impact, especially in countries where there is no local chapter.
> >
> > • Managing membership could become easier
> >
> > • We could more easily employ people in the EU
> >
> >
> >
> > The negative side is that it would mean a *lot* of work, and cost time
> > and money.
> >
> >
> >
> > Some points to consider when moving:
> >
> >
> >
> >             • Asset transfer, especially intellectual property
> >
> >             • Will this have an effect on the contributor agreement?
> >
> >             • Porting the AoA to another legal system – adding maybe
> > asset locks and takeover protection mechanisms.
> >
> >             • Change membership? Does every member need to agree?
> >
> >             • Would donations be tax-free EU wide?
> >
> >             •  Move the whole foundation? A hybrid approach – keeping
> > the “main” OSMF in the UK and having a sister OSMF in the EU – might
> > reduce the effort or even work better.
> >
> >
> >
> > We are not focusing on a certain country yet, but have instead made a
> > list of criteria:
> >
> >
> >
> > Requirements (Must)
> >
> >             • Retention of current license and contributor terms
> >
> >             • Legal successor to OSMF corporation if/when the OSMF is
> dissolved
> >
> >             • Formal non-profit status so we don’t pay income tax
> >
> >             • No requirement for any director to be resident in country
> > of incorporation (this excludes Ireland)
> >
> >             • Relevant laws permit bank accounts to be held by resident
> > non-profits with non-resident members and directors
> >
> >             • Communication in English with banks and local authorities
> > is possible (this probably excludes France)
> >
> >             • Democratic control. One-person-one-vote
> >
> >             • Ability to have “members”/directors from all (nearly
> > all?) countries
> >
> >             • EU sui generis database protection
> >
> >
> >
> > Highly desirable (Should)
> >
> >             • Tax-deductible donations
> >
> >             • Low cost of transferring assets from the UK
> >
> >             • Minimal overhead and reporting requirements
> >
> >             • Legal structure easy to understand for community members,
> > donors, and the public
> >
> >             • Ability to employ people
> >
> >             • AoA can be written in English
> >
> >             • Accounting can be done in English
> >
> >             • Banking available in EUR, GBP and USD
> >
> >             • Banking available fully in English
> >
> >             • Low non-profit maintenance costs
> >
> >             • Ability to take donations from 501c3 charities in the US
> >
> >
> >
> > Desirable (Could)
> >
> >             • English-language legal system
> >
> >             • Low incorporation cost
> >
> >             • Corporate address can be maildrop for forwarding
> >
> >
> >
> > What do you think? Is there anything we’ve missed? Have we missed
> > easier ways of solving some of our issues?
> >
> >
> >
> > Thanks,
> >
> >
> >
> > Guillaume (treasurer) and the rest of the OSMF board
> >
> >
> >
> >
> >
> >
> > <
> http://www.avg.com/email-signature?utm_medium=email&utm_source=link&utm_campaign=sig-email&utm_content=emailclient
> >
> >
> > Virus-free. www.avg.com
> > <
> http://www.avg.com/email-signature?utm_medium=email&utm_source=link&utm_campaign=sig-email&utm_content=emailclient>
>
> >
> >
> >
> > _______________________________________________
> > osmf-talk mailing list
> > osmf-talk at openstreetmap.org <mailto:osmf-talk%40openstreetmap.org>
> > https://lists.openstreetmap.org/listinfo/osmf-talk
> >
>
>
> --
> R. A. McCann
> Secretary
> OpenStreetMap Foundation
>
> Name & Registered Office:
> OpenStreetMap Foundation
> St John’s Innovation Centre
> Cowley Road
> Cambridge
> CB4 0WS
> United Kingdom
> A company limited by guarantee, registered in England and Wales
> Registration No. 05912761
>
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