Proposal: DrupalNYC - a nonprofit corporation.

Will this also help with securing a location for the camp?

Very thoughtful and considered. I'll do my best to respond to your questions as the lead author on the proposal document and trust the rest of the team to fill in anything I miss.

1. I'm happy for the enthusiastic endorsement!

2. The proposal is a high level overview and not meant to encompass all the implementation details. The proposed decision time line, which was refined into until the next meetup in discussion at the meetup is for "Go/No go." Our thinking is that it will take considerable volunteer hours for each step of the process and we want general agreement before we ask the drafting group to invest the time. We will take as much time to get it right as we need. The urgency that drives us forward is mostly to be able to return to working on a camp. We need a legal entity to contract with venues.

3. Thank you for calling attention to the trademark license. I'll be interested to hear what others have to say. As with software, I would only add complexity if it adds significant benefit. NY nonprofit corporations are required to do business under their own name, or file to use an "assumed name". The forms and cost for actually changing the name are similar in scope and cost. Since it seems unlikely that Dries will actually pull the right to use the trademark in the promotion of Drupal, I'd take the simpler route and deal with it if the improbable becomes actual.

4. I'm not aware of the details to the arrangement credited on the drupal.nyc site that allows the use of the domain but I'll try to find out who arranged it. Thanks for putting that on the list of tasks! If the domain holder won't transfer it we can always find an alternate.

5. I think the meetups are currently an excellent expression of "sharing knowledge about Drupal" which we propose as one of the core purposes. The purposes need to be general enough to allow evolution but specific enough to provide direction. I don't think we would enshrine any specific activity in the Articles of Incorporation filed with the state. We will be free to adopt and amend bylaws within the scope of whatever bylaws we develop. If any activity somehow became prohibitively expensive vs resources available, we need to be able to stop conducting that activity.

6. Short answer, yes. The DA board, in the majority, is a self-perpetuating board. We feel that it is in keeping with the community spirit of DrupalNYC for the community to select its leadership. The consequence is that we need a clear demarcation of who is eligible to vote, which leads to a membership corporation, which may be further qualified in bylaws. It may be prudent to grant voting rights to persons who have been members for a certain minimum period.

7. We thought a lot about alternatives, actually :)

   • The primary considerations were:
     • A large enough board to work effectively.
     • Small enough that we are not adding an undue staffing burden on the community.
     • A structure that protects an "organizational" memory to the board.
   • The organizational memory is create by a stagger. Offices are effectively staggered by having 1/n positions expire each year, where n=length of term. We expect to Chair and Deputy Chair positions to take more work, so 2 year terms. 2 year terms for the Directors would mean half the board expires every year. More stability seems desirable. 4 year terms seems really long which brings us to 3 years. We could have 6 such Directors (2 expire each year) if the community feels we can sustain it.

8. Nonprofit corporations are required to provide an address available during working hours. I would be surprised if there is an expense as I expect that one of the employers of members of the board would agree to the use of their address.

9. Not in detail. That's part of the work referenced in my answer #2 above. We would definitely see contributions or cover the costs from membership fees if they are minimal. Our current operations, including DrupalCampNYC are less than $10,000 per year.

Let me know if I can connect your group with a non-profit that may be able to assist with forming the non-profit. In the meantime, I can also assist in trying to find an existing 501(c)(3) to act as a fiscal conduit.

In order to be tax exempt the non-profit must choose an IRS authorized 501(c)(3) exempt purpose such as charitable, educational, or scientific. Educational non-profits for which this certainly most qualifies requires sign-off from the New York State Education Department which can take weeks to months. The organization's charitable purpose should be voted on by the body at some point. Also New York State non-profits must register and engage in compliance with the New York State Attorney General's Charities Bureau.

I believe the budget for formation costs and on going maintenance costs is a little low and should be adjusted upwards.

I would recommend creating a non-profit with "no members." This way the non-profit will not need to deal with tracking down and dragging "members" in for annual meetings in order to do the boring work of the corporation. I know non-profits that have to throw a dinner annually to attract enough people each year to vote. You can still have "members" who pay dues and can become directors for a democratic process. But it makes getting things done a lot easier.

I for one would be willing to provide funding of $5,000 a year from discretionary grant funding from my City Council office to support local organizations this. Only caution is that grant funding requires professionally audited financials and involves a fairly bureaucratic reimbursement process. We worked with Progressive Technology Project and Donald Lobo along with the CiviCRM core team using discretionary funds from my office to cover core improvements for some time until folks found the process to be too burdensome.

All in all I am in favor and happy to be supportive.