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

Amanda McCann amanda.mccann at osmfoundation.org
Mon Jul 5 21:01:17 UTC 2021


We're not 100% tied to one specific legal structure. We are prepared to view things on a practical level. What is the end result. We really do not want to have to pay income taxes (or stamp duty when we get assets), and it would be nice (but not required) if people & companies can give us money and them not being required to pay tax (because then they would give us more money).
On Sun, 04 Jul 2021 10:57 +02:00, Edward Bainton <bainton.ete at gmail.com> wrote:
> 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 <mailto:osmf-talk%2540openstreetmap.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
> > 
> > _______________________________________________
> > osmf-talk mailing list
> > osmf-talk at openstreetmap.org
> > https://lists.openstreetmap.org/listinfo/osmf-talk

-- 
(P.S.: I recently changed my name)

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. 05912761rea



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