FreeCulture.org, Inc.

The news we’ve been waiting to spring: On Tuesday morning, FreeCulture.org became FreeCulture.org, Inc., a non-profit corporation registered in Florida. (Seeing is believing.)

This provides us with an actual legal identity: now “FreeCulture.org” can accept your donations rather than one of us; “FreeCulture.org” can have a bank account; “FreeCulture.org” can have a P.O. Box, and so forth. It also provides a certain degree of personal indemnity for the people involved (though we admit, we don’t quite understand the totality of this yet). Probably most importantly, it’s the first step toward being a certified tax-exempt charity in the U.S. More on this later.

The initial members on our board of directors are Nelson Pavlosky of the Swarthmore group, Nicholas Bergson-Shilcock from Fraklin & Marshall, and myself (from the University of Florida).

Read on for more info on why things happened the way they did, what our next steps are, and how you can help…

A few words of explanation: This process of incorporation has been very much new territory for all of us. We chose Florida as the state in which to incorporate because the requirements of the process favor us (or seem to). The fact that the Wikimedia Foundation was incorporated in Florida seemed a good sign that state law would be on our side. The funding for the filing fees was graciously donated by several members of our Discuss mailing list. The actual “location” from which we’re incorporated is my home — you could say we’re starting this out of the garage. Our initial board members were chosen out of convienance; one of the board’s first tasks will be appointing a full board and establishing bylaws.

That said, we’ve got a lot to do.

We don’t have plans to establish an actual physical office in the immediate future. However, we will getting a P.O. Box near the University of Florida.

We’ll also be establishing a bank account, and likely a Paypal account, to receive donations and pay expenses. Since we aim to keep expenses minimal until we have some reason not to, we won’t be doing much fundraising. After we’ve covered our basic expenses, we’d prefer your donations to head to groups like the EFF, Public Knowledge, Creative Commons, Free Software Foundation, etc. — there are plenty of worthy causes out there that can probably put your dollars to better use than we can. (This may be the first time that college students have asked to not be given money.)

That said, once we’ve established means by which to accept donations, we’ll put out to call to help cover such expenses as our domain registration, P.O. Box, annual filing with the Division of Corporations, etc. (We’ll have a better idea of expenses once we’ve put together our business plan.) Our first “non-essential” expenditure will be to create some FreeCulture.org merchandise, as a thank-you to our supporters and as a fundraising mechanism. (Our hosting is currently donated by A Small Orange via Downhill Battle, and so not counted as an expense — although expanding our server capabilities might be on the table for the future. DHB has a flying disc for sale in their store which you can buy to thank them for hooking us up.)

Beyond that, our financial endeavors are undecided. More on this later.

Our next task will be applying for a Federal Employer Identification Number (EIN), which is relatively painless, but a neccesary step if we’re to apply for tax-exempt status.

After all that easy stuff is taken care of, we have the real tasks at hand: to flesh out a board of directors, and possibly an advisory board; to establish bylaws; to produce the other needed documents for our Web site, chapters, supporters, potential funders, and ourselves; to handle the on-going accounting tasks that come with incorporation; and, should we choose to accept it, apply for tax-exempt charitable status in the U.S.

So far, we’ve relied mostly on our own research and instinct, and the valuable advice of a few friends. That’s not going to cut it as we move forward into more formidable matters. We’ll need considerable outside assistance — and, importantly, we need your opinions and advice.

Here are just some of the questions we have to consider:

  • How big should the board of directors be?
  • What should the makeup of the board be? For instance, should be it all students? Students and alumni? Others? What ratios/percentages? Should we have a student majority? A student-or-alumni majority?
  • Who should we ask to serve on the board?
  • Should we have an advisory board? Who should we ask to sit on that?
  • Should board members be volunteers, or should we try to remunerate them?
  • Officers: what are the roles/titles? (e.g. “treasurer”) What do we need? Who are they?
  • Funding: what do we need it for? Where do we get it?
  • Should we have an office? Should we have a paid staff member (or intern, or volunteer)? What sort of person should the staff member be (e.g. student, recent graduate, more experienced employee)? How would we pay for an office / staff? Where would our office be?
  • Should we apply for tax-exempt charitable status? Who would do all the legal legwork? Who would do the annual filings? Should we “borrow” another group’s tax-exempt status (e.g. Public Knowledge)? What should we know about being tax-exempt: what restrictions come along with it?
  • What should we know about being incorporated? What should we know about soliciting donations and fundraisers? Now that we’re a corporation, what can we do to ensure transparency and openness?
  • What, if any, insurance do we need? Where should we get it?
  • What do we need in our bylaws? What other documents do we need?
  • Should we be a membership organization? How would membership work: through local groups? Would there be membership fees?

We want your opinion in regards to all of the above questions, and others that relate to this process of incorporation, as well as more general questions like: What should our organization look like? What is our role in the movement? How can we stay connected with others? What is the relationship between FreeCulture.org and Free Culture campus groups? And on, and on…

We need your input. If you’re a lawyer, accountant, or have experience working with non-profits, we particularly need your help. Please post your comments here, or on our Discuss mailing list. We really appreciate it.

Oh, and a final note on purpose: Here’s what we said in our articles of incorporation:

to promote and facilitate student and youth engagement in the free culture movement

There’s a reason we framed it that way. For one, FreeCulture.org is best suited toward encouraging this civic participation — that is, we’re the only group doing this on college campuses; futhermore, we’re not suited to do hardcore lawyering or lobbying, or launching involved projects of our own.

One of our key functions — maybe our primary function — is to be a connectional table, so that students with a variety of interests can learn more about the way those interests are interrelated, and what else they’re connected with; to learn more about the law, the organizations, the companies, the individuals, the technologies, the theories and principles, and the history behind this movement, and prepare to work with them; and to share all this with other students who aren’t currently interested or involved. I think to place this at the center of our mission, and let any activism or lobbying emerge from there, is the right path for us.

Only a handful of students want to be activists, but millions of young people want to know more about why Napster got shut down, why their friends are getting sued, why they can share and remix some things and not others, why the TV news talks about celebrity trials rather than the issues in their own communities, how new technologies offer people new ways to participate in their culture and society (and why some people want to stop it), how this process has played out historically, why people can’t afford medicines even though they’re cheaply produced, and so on.

These issues are in the news, and in our conversations, every day. We, as a generation, want to know about them. And inevitably, once we learn a bit, we want to stand up for what we see as right, and stand up against what we see as wrong. To bring young people into these discussions, I’m convinced, is at the heart of our mission.

Leave Yours +

25 Comments

  1. Pingback: firasd.org » FCo Incorporates

  2. If you haven’t already, you should consider visiting Omidyar.net. It’s a discussion board, workshop, and wiki all in one for emerging non-profits. Also visit techsoup.org for some excellent advice on finding free or low cost technology to support your effort. Finally, don’t forget Fundable.org and DropCash.com for excellent and easy online fundraising to meet whatever fund requirements you’ll need (server space, application fees, etc).

  3. We are a computer user group…

    thecomputersociety.org

    …based in Jacksonville Florida and we are considering the same things you are. We do not have the cash for our basic registration yet but will have soon. We were the North Florida Computer Society for years and years, our President and founder died and we were left high and dry and have had to reform and rethink. He paid everything and did everything for us. This turned out to not be good, if someones dies or quits or moves away.

    Our group is mostly retired people but it would be good to vaguely co-operate with your more younger persons group as we do in fact share some goals in a sort-of free culture movement.

    Some of our folks are so old they remember a more do it yourself/from the grassroots time, rather than a top down era, as is currently the style.

    I am sure we will have differences also with your group but we should keep an ocasional eye on each others efforts and see what’s happening.

    What a board of directors should do is an important decision, even if it is not much.

    The whole rigamarole of incorporation is a pain in the “whatever” but is worth it. At present we are considering a three person board that does little or nothing.

    What we have learned that is most important is to have members go out and participate in the community in general. The sucessfull groups in the computer users area, do not wait for people to come to them but go out and do things.

    We are just starting this process but we have already improved a little after years of doing very little to participate in the community outside our group.

    I will post a link on our site to yours if you wish.

    See ya Tom J

  4. A good place to start, and it will give you some ideas for quite a few of the questions (such as the governing documents you should have and ideas for officers), is to really familiarize yourself with a good copy of Robert’s Rules. (If you haven’t already.) It’s not legal advice, but it is a lot of good tools for running any organization.

    > Now that we’re a corporation, what can we do to ensure transparency and openness?

    Robert’s Rules require good documentation of meetings (“minutes”), and one first step to good transparency of an organization is to provide easy access to the minutes of meetings as soon as possible after the conclusion of a meeting. Since this is where most/all of the decisions should be made, this will give people a good idea of what is happening.

  5. n8

    * How big should the board of directors be?

    Your board should be 6-10 members. That’s large enough for diversity but small enough to manage.

    * What should the makeup of the board be? For instance, should be it all students? Students and alumni? Others? What ratios/percentages? Should we have a student majority? A student-or-alumni majority?

    If you’re thinking that the board is going to be made up of students or alumni who are going to manage by committee and each handle different aspects of running the organization, you’re starting out on the wrong foot. You need two things: a board for general oversight, raising money, and lending credibility, and second a group of people who run the organization on a day-to-day basis. These are your “officers” if you want to call them that.

    Half your board should be policy related, the other half should be funding related. In other words, your board should be made of a mix of people who are really committed to the organization’s mission, and hopefully have some prestige in that area (think professorial types) the other half should be people who are interested in your organization but are primarily there because they are wealthy or know wealthy people (think rich alum). Funding is critical, and you can’t do it without a board that attracts attention and gives direct contributions. If you can get a lawyer and an accountant on the board, all the better.

    * Should we have an advisory board? Who should we ask to sit on that?

    Your board of directors is your advisory board. Don’t confuse yourself right off the bat with multiple boards and whatnot. Boards in general – and particularly in non-profits, are there for advisement not management. They meet annually or bi-annually to make sure that there is general oversight and that things are headed in the right direction, but it’s the Executive Director who runs the show. A good board stays out of the ED’s way, but is there for advice and consultation when needed.

    * Should board members be volunteers, or should we try to remunerate them?

    Board members should be volunteer. In fact they should bring money or notoriety to the group, or they shouldn’t be on the board.

    * Officers: what are the roles/titles? (e.g. “treasurer�) What do we need? Who are they?

    You’re still thinking “committee” mentality – not organizational. You need an Executive Director, a Program Director, a Media Director and a Development Director, and if you have them, people who work under those three main areas.

    These are the three pillars in any non-profit group. The program people are the ones that do the work, the PR people help you get attention for the work you do and the development staff uses that attention to bring in money. These are the three most important positions to staff in any organization, but of course leadership is also important. There should be one person “in charge” to help the other three “departments” move in the same direction and work together. The ED should also handle the books and be the one to authorize expenditures. To the extent possible, your organization should try to get outside accounting help to make sure that you follow all the rules related to being a non profit, and so there is accountability.

    * Funding: what do we need it for? Where do we get it?

    If your organization is ever going to grow to have an impact, you need funding. You need funding to pay your employees, to pay your accountant, to get office space, to get office supplies, computers, website development, lobbying visits, press releases, hosting conferences, attending conferences…the list goes on.

    The most important thing about raising money is knowing why you are raising money, so sit down and write yourself a really good business plan – what you hope to accomplish with your organization in the next year, two years and five years (getting more vague as you go, of course, becasue so much can change). Once you’ve got that in place you’ll know better how much money you need and for what – and that will make it easier to get money. It’s harder to ask someone for money “to support our organization” than it is to say “we need $500 for a new fax machine” or “we’re raising $30,000 to be able to pay one person’s full-time salary”

    Next you have to have a development plan. Start by calling everyone you know and getting a commitment from them for $10-$50 a month for the next year. If you get 10 people associated with your organization to get 10 sponsors each, you could have 1000-5000 a month rolling in. Not a bad way to start. Never ask for one-time money — people can often commit to commit to $20 a month for a year easily where they would never give you $240 up front.

    The web is one of the best ways to get your messge out and to raise money from small donors. Put all your efforts (research papers, news about what you’re doing, etc) on the web and get NetworkForGood to handle your donations online. Offer as much opportunity as you can from your website for your visitors to form a community – discussion boards, news, information about how to get involved – all of those are critical to a start-up-NGO.

    Longer term fund raising involves more than just phone calls to friends and the web. You need to think about big donors – and this is where your board comes in. They’re the ones with notoriety and connections who should be able to make calls for you and get some bigger fish to donate $5000-$50,000 at a time. Other things work too, such as fund-raising events (black tie or disco party) and out-of-the-box ideas such as selling swag (as “member benefits” like NPR does), art show/fundraisers (get the artists to donate a paiting, have an auction) etc.

    Those are just some general thoughts. If you want more advice, shoot me an email.

  6. Chris Weekly

    You should also take a look at taking advantage of free (for non-profits only) colocation facilites for your webserver(s).

    http://www.communitycolo.net/

    /$0.02

  7. It’s good that you’re asking questions about your Board. The one easy one is compensation. As n8 said, Board members should never be paid, and (except in unusual circumstances, e.g. students) should contribute money themselves. And of course that’s on top of contributing their time and ideas, drumming up funding from outside sources and/or doing more-ephemeral networking with outside parties, and in general working their butts off for no reward and very little thanks because they are frickin’ crazy about the organization and what it can do.

    The book I like to recommend is “Not On This Board You Don’t.” Read it now while it can do the most good. You should have high expectations for your Board members, and if you can’t find 5 or 7 or 9 people who meet those standards, you need to rethink whether the organization should exist. Don’t compromise.

  8. Vader, Esq.

    Not suited to lawyering will have to change because you’ll want to focus your attention on changes coming up in the law. While I think your activities will be restricted to providing information only, you will most certainly find yourself in a situation where you will want to be informed about the legal processes, etc. EFF should be your source for now, but you’ll need to start liking lawyers. I don’t have anything to offer on non-profits as an industry, having only formed one (I’ve done tons of businesses), but I believe your number one concern will be complying with the IRS’s rules on non-profit activities to get the status. I recommend a little reading like a “501(c)(3)” survival guide or something like that.

    Lawyers will be hesitant to give you free legal advice if they could be sued for the advice you followed. Your lawyer should have some assurance of limited liability. Many of them are cool, believe in your cause, and love to donate time.

    A few other basic thoughts, forgive me if you aware of these things:

    Non-profit doesn’t really mean the organization cannot generate money/revenues the old fashioned way. Get yourself blogged to hell like the spot you got on boingboing.net and collect with some non-invasive click advertising (no popups, k?). That money can be used to support the organization’s activities. The first asset I recommend you get on behalf of the organizaiton is your own or a rented server to store/upload/download documents, information, etc. without the restrictions of a school or whatever.

    -I suggest 5 – 7 on the board, this leaves room for some absences but will be creatively manageable as a group (remember, have a procedure for considering ideas/motions and voting in the bylaws). Get some non-students if you can, so that effort will be stable. Have a meeting a week for the first 8 weeks until things are rolling, you need to power through the initial start up stuff or you’ll never make it. Then either once a month or whatever the group wants/can handle.
    -No set quota/structure on membership, but I recommend a lawyer or pre-law student, some business, some science, some sociology, some lit., maybe a drama (LOL), but generally as multi-disciplinary as possible (the WHOLE free culture, right?)
    -No pay for anbody, you want people driven by something other than money if possible. You may occasionally pay the board’s mentor member (professor or minor diete of the free-culture movement).
    -Once your organization is up and functioning well (should be 6 – 8 months), you can start applying for grants as a source of funding.
    -Do the admin/office stuff yourself. The board members are going to have to work, not sit around and direct – so use their diverse talents. After you are sucessfully functioning you may be able to convince the school or someone to donate a small office to you. Get popular first, then recruit for resources like offices/equipment. Donations to non-profits provide tax benefits.
    -I would wait until you are functioning well then consider creating a very small group of elite “members”. THe public at large should always be encouraged to participate, but members can get the trinkets/tshirts/event tickets/function invitations and other junk like that which comes along in the course of running things like this.
    -Some of your other questions are very specific legal questions and will take a significant amount of a lawyer’s time to anwer because the answer should be relevant to your organization and its resources. Therefore, I suggest, if you are serious, that you begin to educate yourself on such matters. You can look up the IRS publications on their website concerning 501(c)(3) status. You should also be able to visit the state government website for instructions on starting/registering a non-profit there. You’ll really only have to do it once, and will always need it.

    If you’re serious about the concept don’t set it up to fail or disappear just to put something on a resume. Set the organization up to “pass on” to others behind you.

    Records and transparency have to be maintained by federal regulation. Your documentation will be open to inspection from not only from members but the public as well. Stay very aware of where all money is at all times throughout the existence of the entity.

    The most important thing you can do up front to ensure the life of your organizatoin is to have strong, well thought out bylaws that give good details on the organization’s procedures. Make them medium length loosely defining the mission statement but specifically proscribing voting procedures on things like money decisions, editorial/activity decisions. Concentrate on listening to everybody and agreeing to work as a group – acknowledge up front that it may take a while to get to everybody’s “idea.”

    All of these comments have a disclaimer of expertise on any one particular topic. But in the absence of persons more knowledgeable in such matters I hope the comments help.

    Vader, Esq.

  9. David

    There are two books I have read that each present a valid system for nonprofit organization. The first is “On Conflict and Consensus,” and the second is “Robert’s Rules of Order.” Robert’s rules is fairly traditional, but a good guideline for setting up a Board of Directors. If you guys make bylaws, the easiest thing to do is write your policy, then make anything not covered subject to Robert’s Rules, latest available edition.

    Conflict and Consensus talks about a consensus form of governance, which can potentially satisfy many more people involved in the decision-making process, but which also has the potential to be long and tedius.

    If you can afford it, you should comp volunteers for travel and expenses.

    Insurance will be a big issue if you plan on doing events with high school students/minors. Otherwise, there’s not a ton to worry about.

    Some roles to think about for the board:
    -President, to be the face of the board when interacting with the world
    -Moderator, to preside at meetings. Also notifies all members of future meetings.
    -Secretary- handles recording/timekeeping. Also should do official correspondance
    -Treasurer- main finance guy. Might chair a finance committee

    Unique roles I’ve been exposed to:
    -Woofer: A sidekick to the moderator, says “woof” when discussion is veering off-topic
    -Energy chair: Keeps track of energy levels during the meetings, decides on impromptu re-energization breaks

    Often a board has an executive committee, usually the president, moderator, and one or two others, that can make quick decisions between meetings. This committee also decides agendas.

  10. Anonymous

    * How big should the board of directors be?

    You want to have a good size board, as you will be relying on the directors for their contacts in the relevant community and for financial support. On the other hand, very large boards may be counter-productive, especially for a small organization. It really depends on the number and scale of projects that you will be undertaking and the size of the budget. Relevant state law will almost certainly establish a minimum number of directors. The process for enlarging the number of directors at a later date usually entails amending the articles of organization, so you will probably want to specify a wide range in you organizing documents and by-laws, say 3 to 20.

    * What should the makeup of the board be?

    You want to “grow” a board based on the expertises you need. In other words, you want a balanced board that covers the technical fields involved with the organization’s mission, fundraising, legal expericance and so on. The primary consideration is attracting board members that have both the time and willingness to be involved and, most importantly, contacts within the relevant community.

    * Should we have an advisory board? Who should we ask to sit on that?

    For a small organization in its initial stages, this may be more formality than is needed or productive. You should make provision for the formation of such a body in the by-laws so that you may easily form one later. Relevant state laws may apply here. Your by-laws should allow for the formation of committees (sub groups of board members that form to deal with particular issues).

    * Should board members be volunteers, or should we try to remunerate them?

    This is almost certainly dealt with in your state’s non-profit laws. Many states prohibit directors (as opposed to staff) of non-profits from receiving any compensation other than recovering expenses incurred in the course of fulfilling their duties. You need to check this. Your directors should be giving the organization money NOT the other way around. This is not a business corporation.

    * Officers: what are the roles/titles? (e.g. “treasurer�) What do we need? Who are they?

    Again, you very definitely need to review the relevant state law provisions for non-profit corporations. Certain offices will need to be filled. This may differ for non-profits than for business corporations. For example, in my home state, it is not necessary for business entities to have a Treasurer, but non-profits must have one. There may alos berestrictions as to who may serve in dual roles. The President may not be allowed to also be the Treasurer. Be sure to be aware of these restrictions.

    * Funding: what do we need it for? Where do we get it?

    Obviously this is a rhetorical question, but as fundraising is such a central issue, I should point out that there are many resources available for people beginning non-profits, including resources on fundraising. In fact there is a non-profit devoted to helping non-profits,look into this. They publish all manner of pamphlets and books on things like fundraising. I apologize that I don’t have the name of it off the top of my head, but Google will provide it for you. There may be such an organization for your state.

    * Should we apply for tax-exempt charitable status? Who would do all the legal legwork? Who would do the annual filings? Should we “borrow� another group’s tax-exempt status (e.g. Public Knowledge)? What should we know about being tax-exempt: what restrictions come along with it?

    You need too tax exemptions (1) exemption from payment of income tax; and (2)the status that allows others to deduct donations they have made to you. The IRS estimates that completing these forms takes something like 40 or more hours (it says so right on the forms). It is not trivial, and you should be assisted by counsel. If you can find an “umbrella organization” to provide you with the necessarytax exemptions, that it nice, but it may come at the expense of certain freedoms.

    * What should we know about being incorporated? What should we know about soliciting donations and fundraisers? Now that we’re a corporation, what can we do to ensure transparency and openness?

    The primary thing you need to know is that the directors and officers of the new entity owe fiduciary duties to the organization’s membership and to the entity itself. You must be able to account for funds, you must take minutes of meetings, you must properly vote on decision that require votes (such as anything that involves acquiring or disposing of corporate assets, or incurring debts). You _must_ review the relevant state law provisions for non-profits.

    * What, if any, insurance do we need? Where should we get it?

    There may be various immunities offered to non-profits in your state, that operate to insulate you against liability in excess of your coverage. Don’t let anyone tell you that you canrely on these, if they exist in your jurisdiction. You may need liability coverage – for example if you maintain an office. It is common for non-profits to provide insurance to their directors now. Naturally, your resources will dictate what protection you will be able to provide.

    * What do we need in our bylaws? What other documents do we need?

    The general form and requirements of by-laws and how they are enacted will be determined by state law. Review those provisions, so that you do not draft a document that is invalid in all or some aspects. If you have staff or a large board, you may also want to develop a manual or handbook. For directors, especially if they are of the sort who have never served on boards before, you may want something that familiarizes them with duties and obligations of directors (like the prohibitions against self-dealing or usurping corporate opportunities); for employees/staff it may be wise, or even required, to have an employee handbook that deals with issues such as sexual harassment.

    * Should we be a membership organization? How would membership work: through local groups? Would there be membership fees?

    This too is almost certainly dictated by state law. You should have known the answer to this _before_ you incoporated.

    At the risk of sounding repetitive, you really need to know exactly what your state’s law requires of non-profits, their directors, and their officers. Please try to find an attorney who can donate some time to assisting you in this repsect.

    Good luck.

  11. Anonymous

    I’m going to chime back in to correct some confusing statements above:

    1. Officers/”Executive Directors, etc..” State law will almost certainly require specific officers. Be sure to review that. The decision to have staff positions like executive directors is a programmatic decision. Yes, it is a very good idea, but you must also comply with local law.

    2. There are new federal laws that apply to _certain_ corporations, but it is state law, not “federal regulation”, that is going to be the most important for you to review in terms of what level of “transparency” you must maintain. Your basic corporate formalities are dtermined by state law. You owe a duty to your membership to be able to account for what you discussed and decided at board meetings.

    3. An addition to my notes in #10 above: please be aware that if you obtain special tax status under IRC sections 501(c)(3), 170(c)(2), 2055(a)(2), and 2522(a)(e), then there may be restrictions that apply to the activities you engage in. You are prohibited from lobbying for example, and you must be very careful in the ways you seek to influence legislation.

    Again, find a lawyer who is willing to donate sometime. Lawyers in most states are _required_ to donate time (although usually to the indigent). There is no harm in asking around.

  12. It’s probably good to know Robert’s Rules of Order, however how attentive you want to be to the “orderly” approach depends on what kind of organization you want to have. I preside over an organization called EFF-Austin that was originally formed as an alpha chapter of EFF (which eventually decided not to be a chapters organization), and we were pretty effective with a very loose application of meeting rules. We did have detailed minutes (Steve Jackson’s doing); I think that’s critical. Lack of good minutes has been a shortcoming of the latest iteration of EFF-A.

    Avoid throwing too much energy into the funding game. It’s amazing what you can do without money – cultivating talented volunteers is far more important than finding dollars. You’ll still be dealing with money, and you can go the 501c23 route if you want to incent donations… but if you do much with money at all, you need a CPA’s advice. Even better, see if you can get a CPA to be your treasurer.

    Be careful when you bring people onto the board… make sure anybody you bring on board is a good fit. Get one guy on the board whose vision is appreciatly different from everyone else’s, and you’ll waste far too much energy dealing with the disconnect. The people you ask to serve on the board should be people who are willing to devote time and energy and do work. Don’t invite people onto the board for name value, incidentally… put people like that on the advisory board, which can be very useful if you communicate with the advisory board members regularly.

    Re. the board makeup question – all students would be okay as long as you’re prepared to consult folks who have more experience – who can be a big part of the advisory board. All board members should be volunteers for an organization like this, I think. I agree with the suggestion to reimburse board-related expenses, however.

    Officers: You need a president, vp, secretary, and treasurer. The only expendable role is vp, but it’s better to have backup for the president. Secretary and treasurer are crucial roles. Without good minutes and financial records, your organization would be at risk.

  13. areaderwrites

    You can apply for grants to conduct a feasibility study for your organization that would enable you to answer some of your questions with quantifiable, factual information that can then be used in future grant applications for projects and operating support.

    Right now you need an interim board of directors, an attorney and a good accountant. If people on your interim board have grant writing skills, more power to you. If not, investigate free-lance grant writers or grant writing services.

    A feasibility study is your first step.

    Contact The Foundation Center for more information (no, I do not work for them).

  14. Secretary Dan

    Okay, you’ve incorporated.

    * How big should the board of directors be?

    At least 4: President, vice president, treasurer, secretary.

    * What should the makeup of the board be? For instance, should be it all students? Students and alumni? Others? What ratios/percentages? Should we have a student majority? A student-or-alumni majority?

    The board of directors should be the most powerfully connected and influential
    people that you can attract to your cause.

    * Who should we ask to serve on the board?

    Make a list. Write them letters or talk to them on the phone. Ask them.
    How about Lawrence Lessig?

    * Should we have an advisory board? Who should we ask to sit on that?

    No. Board of directors will Direct. Advisory boards or committees are used by
    the board to delegate tasks.

    * Should board members be volunteers, or should we try to remunerate them?

    volunteers. Nobody should be working for money.

    * Officers: what are the roles/titles? (e.g. “treasurer�) What do we need? Who are they?

    See minimum board of directors.

    * Funding: what do we need it for? Where do we get it?

    You get funding from people, and organizations. But before you get
    funding, you need to figure out what you are going to do. A mission statement.
    A plan. You don’t build an organization just to have one. Organizations have
    goals that they exist to accomplish.

    * Should we have an office?

    No, not at first. If you need one later, you will know :-)
    But you do need a post office box.

    * Should we apply for tax-exempt charitable status? Who would do all the legal legwork? Who would do the annual filings? Should we “borrow� another group’s tax-exempt status (e.g. Public Knowledge)? What should we know about being tax-exempt: what restrictions come along with it?

    There are lawyers that specialize in nonprofits. They are cheap. Get the and
    the secretary to go down and have a meeting with one. They can explain the
    nonprofit thing to you, and can be paid to think about whether or not you
    are appropriate for nonprofit status: there are strings attached to nonprofit
    status.

    * What should we know about being incorporated? What should we know about soliciting donations and fundraisers? Now that we’re a corporation, what can we do to ensure transparency and openness?

    Well, to insure transparency and openness, opacify or close things off. It is
    as simple as that. Your board meetings are public. Behave as if they are attended
    by the public.

    As to the other questions, you need to find and read a book.

    * What, if any, insurance do we need? Where should we get it?

    Are you going to incur liability as an organization? Are you going to do things that will get your organization sued?

    * What do we need in our bylaws?

    How to elect boards of directors. How long their terms are. How to dismiss
    them in case of wrongdoing. Find some bylaws on the web, and read them, and
    then rip them off. Get the secretary to do it, and discuss it at board meetings.
    It’ll give you something to do.

    * Should we be a membership organization? How would membership work: through local groups? Would there be membership fees?

    Yes, you should decide. Membership can provide funding, but I think it would be
    pretty damn funny if a “free culture” corporation charged money for membership.

  15. Tarrant

    Contact Elizabeth Bolton, Professor of Community Development at the University of Florida, Department of Family, Youth and Community Sciences. She will be able to provide you with many resources and advice on Nonprofit issues particularly Board Leadership and formation.

  16. John Hutzler

    I’ve got a lot of experience forming and re-structuring not-for-profit organizations. You have a lot to deal with in creating a legal structure and much to think about.

    Your board is not necessarily your doers. They oversee the doers an the direction of the organization. Several people have suggested boards between about 5 to 10 people. For a small not-for-profit corporation this is fine. If you decide to turn charitable, it needs to be bigger — the board is a primary source of fundraising.

    You should under no circumstances remunerate your board memebers — it is entirely inappropriate for a not-for-profit. If you have the funds and wish to re-imburse travel expenses to meetings — that is completely appropriate. They’re volunteering their time, probably some money, it shouldn’t necessarily cost them to help you.

    Finally my last bit of advice is to carefully define the jobs of the board. Don’t create a vice-president just because the US Constitution does — if you’re going to have a VP make sure he/she has a job. The VP in most organizations is inevitably one of the most involved and capable people around (that’s why he/she has the job) and yet there are no duties or responsibilities attached to the position other than waiting for the president to die.

    A favorite structure for me is to require the president to name the chairs of any board committees and then give the vice-president the job of assigning the rest of the members and making sure that the committees are meeting and functioning. It provides a job for the VP and sets both the VP and the President out to make sure things are happening.

    More questions: please post or e-mail and I’ll happily help you as best I can.

  17. RuthC

    In lots of work with advocacy/grassroots/social change nonprofits, these are the books that have REALLY been helpful. All cheap and short enough to pass around your whole core organizing group, and pragmatic enough to get you well-lauched.

    “Grassroots and NonProfit Leadership” (George Lakey, et al.) Lively and short, but covers all the Big Topics (strategic planning, fundraising, membership, diversity, burnout prevention) Essential.

    “Making Things Happen” (Joan Wolfe) — One chapter is her simplified version of Roberts Rules, much more appropriate in scale to such a group than studying the full Rules. She’s good at warning you away from setting up systems that are fancier than you need.

    “Doing Good Better: How to be an Effective Board Member of a Nonprofit Organization” (Edgar Stoesz) Essential orientation for board members, and good advice for structuring your bylaws and processes. (Comes out of Mennonite culture, not just the usual business advice.)

    If you’re not lucky enough to snare volunteers with backgrounds in law, budgeting, fundraising, etc., check the “Jossey-Bass Nonprofit & Public Management Series” for accessible resources on technical matters, eg., “The Budget-Building Book for Nonprofits : A Step-by-Step Guide for Managers and Boards” Also check out “Fundraising for Social Change” (Kim Klein)

    Cheers!

  18. RuthC

    PS: Check the website nolo.com for very fine legal resources such as: “How to Form a Nonprofit Corporation” by Anthony Mancuso. Their advice is solid and their software and workbooks customize to the laws of your state. Very inexpensive way to get a solid orientation to the issues you need to deal with.

  19. JD

    I have just graduated form law school, and am looking for boards to serve on, if you need any outside members to serve, I may be willing.
    JD

  20. Lessig

    So I hope it is obvious that I think that there is literally no other organization whose work in this space is more important, and that I am therefore as strong a supporter as one can be. I shouldn’t be a supporter by being on the board — people won’t recognize if I were on the board that this movement began and grew totally without me or my direction. That’s the most credible factor you all have.

    But I do think you need old people on the Board. Not because you need the wisdom of old people, but because your board needs to signal its credibility to people who don’t know you. If you are without old people, then supporters may worry that you will lack judgment. I don’t worry about that, but I do worry that this will weaken your potential influence.

    My favorite for your board is Reed Hundt — former FCC chairman, and a man itching to support exactly your type of revolution. There are others, no doubt — Barlow, Dyson, Gilberto Gil — many. But having a few core seniors (in the non-college sense of that term) is, in my view, key.

  21. Melissa

    Board- I would suggest a 3 member board to start- you can always expand a board, but it is hard to prune if they get too big. Make one person in charge of technology. Make one person the student rep- selected by leader of campus group by whatever method they choose (prob. election). Make the third person your liason with the outside advisors and responable for paperwork and the rest of the admistative stuff. Board Duites should not be paid for, and only one board member should hold a paid postion within the org. Keep it simple.

    Not-for-proft-
    This is a good thing, consider seeing if these people will help http://www.vlany.org/ your not quite the groups they usually deal with, but you are seeking to increase the amount of art in the world and they have not-for-profit experance.

    Fundrasing-
    Remeber you need to regester with the state of florida before you do fund rasing.

    Advisors-
    Good idea, not just for NFP things but as an entry point for artists and other creators to get involved with your community

  22. Another wrinkle to consider (that’s not on your list) is what will happen when the founding members graduate? Will FreeCulture survive/grow as a _student_ movement once the original instigators have moved on and have become working professionals, etc.? I have no doubt that you will all stay involved as alumni, and I know that you have already thought hard about spreading the word on your respective campuses; I just wanted to emphasize the value of meetspace collaboration, sticking to what made you great in the first place, discovering likeminded underclassmen, and making “passing the torch” –locally– a core part of your mission.

  23. The comments above have offered a great deal of advice–from people with a great deal of experience working both in business and in the not-for-profit sector–about what should be done, who should do it, how many people should do it, and even occasionally in what order it should be done. The practical value of this advice is apparent even to someone like myself who has only a very little bit of experience in business and even less in the not-for-profit sector, and I have no doubt that FreeCulture.org will find much of the above advice greatly beneficial in the years to come.

    That being said, there appears to be an omission that I, as a student very much interested in the promotion and development of a more participatory culture, find somewhat unfortunate, and that is the apparent lack of a clear vision of FC.org’s role in the free culture movement. This, I feel, is the truly important question, and the most pressing–more important and pressing than how many directors should sit on the board, more so than fundraising methods and timetables, more so than deciding on where the office should be if and when FC.org finally decides to move out of Gavin’s garage. The reason for this is that the answer to most of the questions under discussion–questions like “How many directors do we need?” “How much funding do we need?” “How many employees do we need?”–is simply “As many as you need to accomplish the objective(s) of the organization (and of course, comply with state law).” Until you know what the objectives of the organization are, the answer is “The minimum required by law.”

    Indeed, very few of the suggestions made above can be carried out effectively until a clear mission statement has been articulated. n8’s “development plan” (#5), for example, seems to me an excellent way to finance a not-for-profit organization over the long term. But imagine trying to convince someone to fund an organization that isn’t sure what it’s about:

    “Hi, we’re FreeCulture.org. You should give us money.”
    “Free culture? That sounds cool; what do you guys do?”
    “Well, we’re working to develop a more participatory culture and promote creativity and innovation.”
    “I see…like how? What kind of projects are you guys working on?
    “Well nothing specific at the moment, but we really need a new fax machine.”
    “…”

    If on the other hand you can say “We are a lobbying organization; we are going to lobby for legislation X, Y, and Z,” or “We organize events promoting free culture on college campuses and in the community at large; the next three events are here, there, and over yonder, and are this week, next week, and next month,” or indeed anything specific, then you’re one step closer to achieving whatever it is you want to do–because, of course, you _know_ what it is you want to do.

    One possible role for a student-centered organization in the FC movement is that of a sort of FC “think tank”–not a think tank in the old-boys, closed-door, ruling-elite tradition, but in an open-source, open-debate, public-forum sense of the phrase: a source of ideas and focal point for honest and serious debate. Such an organization could organize workshops and conferences, promote FC awareness and values, and author publications (perhaps in electronic and tree-eating flavors) introducing the impetus, objectives, and methods of the FC movement.

    One strenuously debated problem in the FC space is what sort of music industry will replace the RIAA and its minions once they’re decisively deepsixed by DHB, the EFF, and a few clearheaded, left-thinking senators. An organization like FC.org could organize a large-scale brainstorming workshop (or series of workshops) uniting, for example, FC-minded musicians with business students, lawyers, and other (pre-)professionals of similarly progressive inclinations in an attempt to create viable business plans that reward musical innovation, promote creativity, support the idea of a musical commons, financially compensate artists, and render pricegouging middlemen unnecessary. The success of such a business plan would send an unambiguous message to the RIAA et al. that the music industry and the consumers of its products are ready for music to be _about music_ again. Students (i.e., musicians, consumers, would-be businessmen and lawyers, and people who generally give a sh!t) would reap the greatest benefits from such a transformation–in the form of better music, better incentives to create and innovate, an enlarged creative commons, and probably reduced music prices–and as such would be the ideal authors of such a change. An organization like FC.org, with deep roots in the blogosphere and the student community and close ties to DHB and the EFF, could be instrumental in bringing together the minds to make that change a reality.

    This is, of course, just one idea among many that spring to mind upon reading the FC.org manifesto, which lists a bevy of hot-button topics in the FC space, all of which would be impossible for a fledgling organization to tackle simultaneously (and without eXtreme lawyeRing). But before we know the answers to the detail questions–who, how many, how fast, how high–there needs to be a vision: we need to know the what, and the why.

    I hope that came out as something useful, not just too much airy fluff. It made sense in my head.

    cheers / six

  24. The comments above have offered a great deal of advice–from people with a great deal of experience working both in business and in the not-for-profit sector–about what should be done, who should do it, how many people should do it, and even occasionally in what order it should be done. The practical value of this advice is apparent even to someone like myself who has only a very little bit of experience in business and even less in the not-for-profit sector, and I have no doubt that FreeCulture.org will find much of the above advice greatly beneficial in the years to come.

    That being said, there appears to be an omission that I, as a student very much interested in the promotion and development of a more participatory culture, find somewhat unfortunate, and that is the apparent lack of a clear vision of FC.org’s role in the free culture movement. This, I feel, is the truly important question, and the most pressing–more important and pressing than how many directors should sit on the board, more so than fundraising methods and timetables, more so than deciding on where the office should be if and when FC.org finally decides to move out of Gavin’s garage. The reason for this is that the answer to most of the questions under discussion–questions like “How many directors do we need?” “How much funding do we need?” “How many employees do we need?”–is simply “As many as you need to accomplish the objective(s) of the organization (and of course, comply with state law).” Until you know what the objectives of the organization are, the answer is “The minimum required by law.”

    Indeed, very few of the suggestions made above can be carried out effectively until a clear mission statement has been articulated. n8’s “development plan” (#5), for example, seems to me an excellent way to finance a not-for-profit organization over the long term. But imagine trying to convince someone to fund an organization that isn’t sure what it’s about:

    “Hi, we’re FreeCulture.org. You should give us money.”
    “Free culture? That sounds cool; what do you guys do?”
    “Well, we’re working to develop a more participatory culture and promote creativity and innovation.”
    “I see…like how? What kind of projects are you guys working on?
    “Well nothing specific at the moment, but we really need a new fax machine.”
    “…”

    If on the other hand you can say “We are a lobbying organization; we are going to lobby for legislation X, Y, and Z,” or “We organize events promoting free culture on college campuses and in the community at large; the next three events are here, there, and over yonder, and are this week, next week, and next month,” or indeed anything specific, then you’re one step closer to achieving whatever it is you want to do–because, of course, you _know_ what it is you want to do.

    One possible role for a student-centered organization in the FC movement is that of a sort of FC “think tank”–not a think tank in the old-boys, closed-door, ruling-elite tradition, but in an open-source, open-debate, public-forum sense of the phrase: a source of ideas and focal point for honest and serious debate. Such an organization could organize workshops and conferences, promote FC awareness and values, and author publications (perhaps in electronic and tree-eating flavors) introducing the impetus, objectives, and methods of the FC movement.

    One strenuously debated problem in the FC space is what sort of music industry will replace the RIAA and its minions once they’re decisively deepsixed by DHB, the EFF, and a few clearheaded, left-thinking senators. An organization like FC.org could organize a large-scale brainstorming workshop (or series of workshops) uniting, for example, FC-minded musicians with business students, lawyers, and other (pre-)professionals of similarly progressive inclinations in an attempt to create viable business plans that reward musical innovation, promote creativity, support the idea of a musical commons, financially compensate artists, and render pricegouging middlemen unnecessary. The success of such a business plan would send an unambiguous message to the RIAA et al. that the music industry and the consumers of its products are ready for music to be _about music_ again. Students (i.e., musicians, consumers, would-be businessmen and lawyers, and people who generally give a sh!t) would reap the greatest benefits from such a transformation–in the form of better music, better incentives to create and innovate, an enlarged creative commons, and probably reduced music prices–and as such would be the ideal authors of such a change. An organization like FC.org, with deep roots in the blogosphere and the student community and close ties to DHB and the EFF, could be instrumental in bringing together the minds to make that change a reality.

    This is, of course, just one idea among many that spring to mind upon reading the FC.org manifesto, which lists a bevy of hot-button topics in the FC space, all of which would be impossible for a fledgling organization to tackle simultaneously (and without eXtreme lawyeRing). But before we know the answers to the detail questions–who, how many, how fast, how high–there needs to be a vision: we need to know the what, and the why.

    I hope that came out as something useful, not just too much airy fluff. It made sense in my head.

    cheers / six

  25. Peter

    I clicked on a link with Anthony Mancuso in it, saying he was the author of the article, and of course because of pathalogical unscrupulous attorneys defending grave robbing drek, this is an internet document dump.

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