[Mapbuilder-devel] Mapbuilder wants advice on how to become a legal entity

[Arnulf Christl]

Cameron Shorter wrote:
> We, the Mapbuilder Project Steering Committee, would like to create a 
> legal Mapbuilder entity and would like legal advice on what sort of 
> company we should set up.
> 
> In particular, we would like to be paid to join the OGC's KWMIP 
> interoperability project: 
> http://www.opengeospatial.org/initiatives/?iid=198
> (Proposals due 7 March).
> 
> Later we would like to bid on other projects, offer support etc.
> 
> We'd like the Mapbuilder Company to by controlled by our Project 
> Steering Committee (with international members).
> 
> We probably want to company to be of minimal value (all contracts going 
> in should go out in wages/contracts/expenses).  Keeping the financial 
> value of the company to a minimum will ensure people join for technical 
> rather than financial reasons.  I assume this means we should be looking 
> at a Not-For-Profit company?
> 
> What sort of company structure should we be setting up?
> What do we need to consider?
> How fast can we create such a company?

Hi Cameron,
sorry to take so long to put together an answer to this question. I have 
been thinking this over for some time and would like to restart 
discussion (if there ever was one i missed it).

We started off as a company that implemented software and sold licenses 
to use it. We dropped doing this at the end of 2002 and published the 
code under GNU GPL in August 2003. Still today the larger part of 
coordination and development is funded by CCGIS and a lot is done by our 
staff. From another perspective the funding does not come from CCGIS but 
from our customers. So in a way we already implement what you suggest is 
needed - but in the old benevolent dictator dictum. It was a hard job to 
pry Mapbender off CCGIS as its always hard to let go a baby and more so 
if you think you depend on it. Now that it lives independently of CCGIS 
and will be more indenpendent still when it moves under the roof of the 
OSGeo it started to develop a lot faster and better (reduces development 
incest). This is the major advantage of reducing the ties. Potential 
customers don't want to see a tiny company in charge but a grown up. So 
lets grow OSGeo up, it has the multiplied potential of all who contribute.
Funny enough if you look at the map showing the Mapbender users by far 
most of them are small companies (basically our competitors) - which 
makes sense, because they need to be visible, a 'real' end user couldn't 
care less. This is good from a globalization perpective too: Think 
(develop software) globally act (install and maintain) locally.

 From what I gathered from the funding break out groups at the meeting 
in Chicago it will be possible for people, organisations and companies 
to fund individual projects as sponsors. It is still unclear how this 
will work in rl but for sure it will be possible in one way or another 
to streamline funding through the OSGeo fundation to end up in the right 
pot - in your case implementing MapBuilder, joining an OGC initiative, 
etc. So currently I would suggest to refrain from setting up a 
non-for-profit company solely to manage funding of MapBuilder 
development and rather kick us in the ass every now and then to get 
things going quicker.

Regarding your timeline and the interst in the KWMIP I fear that this 
will not work, its just too short a notice. If I understood the 
announcement correctly it will include the full architecture so I don't 
see how this could actually help fund MapBuilder core development?! You 
would end up bidding too chaep so that you can be sure to get it and end 
up working overtime because you did it under price. At least that is one 
of the reasons why a good 80% share of all software projects go down the 
drain (not ours obviously, we have 99% happy customers... :-).

My vision is that at a later stage it will be possible for funders to 
point a finger at a project and say "I want this and here comes the 
funding". If they don't know where to point at they take a company or 
consultant to tell them or even manage their money. As described above 
this is basically what we are doing at CCGIS already. Collect money from 
the customer and set aside some of it to fund OS GIS projects.
In the OSGeo this would additionally be transparent, the money would 
enter the OSGeo, some percentage be set aside for formal operation of 
the Foundation and the major part will end up on the account of somebody 
who develops MapBuilder - sometimes this might be a company, sometimes 
just an individual.

If you have a chance to avoid setting up a company with all the inherent 
legal and monetary issues, then avoid it. Its a hassle right from the 
start and if the OSGeo will be any good it will help alleviate people 
like you from having to go through this trouble and let you get some 
money to do good work. Once a company is up and running and healthy this 
might be different but to get there is something you wouldn't want to do 
with a weeks notice.

To answer your question: "Mapbuilder wants advice on how to become a 
legal entity". You are already doing it by joining the OSGeo Foundation. 
It will just take a little moment longer than you had probably hoped. :-)

This is only my personal opinion and far from a stable OSGeo strategy, 
we will still need a lot more input from others. Maybe somebody is 
willing to spend a few cent on this here.

Best regards,
Arnulf.